EXHIBIT 10.1

    

    

    EXECUTION VERSION

  CUSIP NO. 29378PAN7

  

  

  364-DAY REVOLVING CREDIT AGREEMENT

  

  

  dated as of

  September 10, 2019

  among

  ENTERPRISE PRODUCTS OPERATING LLC

  as Borrower

  The Lenders Party Hereto

  CITIBANK, N.A.,

  as Administrative Agent,

  JPMORGAN CHASE BANK, N.A.,

  MIZUHO BANK, LTD., MUFG BANK, LTD., SUNTRUST BANK, and

  WELLS FARGO BANK, NATIONAL ASSOCIATION

   as Co-Syndication Agents

  BARCLAYS BANK PLC, ROYAL BANK OF CANADA,

  SUMITOMO MITSUI BANKING CORPORATION,

  THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, and

  THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

    as Co-Documentation Agents

  ______________________________

  CITIBANK, N.A.,

  BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD.,

  MUFG BANK, LTD., RBC CAPITAL MARKETS,

  SUMITOMO MITSUI BANKING CORPORATION,

  SUNTRUST ROBINSON HUMPHREY, INC., TD SECURITIES (USA) LLC,

  THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, and

  WELLS FARGO SECURITIES, LLC,

   as Joint Lead Arrangers and Joint Book Runners

  $1,500,000,000 364-Day Revolving Credit Facility

  

  

  

  

  
    
      


    
      

      

    

  

  
  TABLE OF CONTENTS

  	
          ARTICLE I  Definitions

        	
          1

        
	
          SECTION 1.01.  Defined Terms

        	
          1

        
	
          SECTION 1.02.  Classification of Loans and Borrowings

        	
          21

        
	
          SECTION 1.03.  Terms Generally

        	
          21

        
	
          SECTION 1.04.  Accounting Terms; GAAP

        	
          21

        
	
          SECTION 1.05.  Divisions

        	
          22

        
	
          ARTICLE II  The Credits

        	
          22

        
	
          SECTION 2.01.  Commitments

        	
          22

        
	
          SECTION 2.02.  Loans and Borrowings

        	
          23

        
	
          SECTION 2.03.  Requests for Borrowings

        	
          23

        
	
          SECTION 2.04.  Reserved

        	
          24

        
	
          SECTION 2.05.  Reserved

        	
          24

        
	
          SECTION 2.06.  Reserved

        	
          24

        
	
          SECTION 2.07.  Funding of Borrowings

        	
          24

        
	
          SECTION 2.08.  Interest Elections

        	
          24

        
	
          SECTION 2.09.  Termination and Reduction of Commitments

        	
          26

        
	
          SECTION 2.10.  Repayment of Loans; Evidence of Debt

        	
          26

        
	
          SECTION 2.11.  Prepayment of Loans

        	
          27

        
	
          SECTION 2.12.  Fees

        	
          27

        
	
          SECTION 2.13.  Interest

        	
          28

        
	
          SECTION 2.14.  Alternate Rate of Interest

        	
          29

        
	
          SECTION 2.14A.  LIBOR Successor Rate

        	
          29

        
	
          SECTION 2.15.  Illegality; Increased Costs

        	
          30

        
	
          SECTION 2.16.  Break Funding Payments

        	
          31

        
	
          SECTION 2.17.  Taxes

        	
          32

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

        	
          35

        
	
          SECTION 2.19.  Mitigation Obligations; Replacement of Lenders

        	
          36

        
	
          SECTION 2.20.  Separateness

        	
          37

        
	
          SECTION 2.21.  Defaulting Lenders

        	
          38

        
	
          ARTICLE III  Representations and Warranties

        	
          39

        
	
          SECTION 3.01.  Organization; Powers

        	
          39

        
	
          SECTION 3.02.  Authorization; Enforceability

        	
          40

        
	
          SECTION 3.03.  Governmental Approvals; No Conflicts

        	
          40

        
	
          SECTION 3.04.  Financial Condition

        	
          40

        
	
          SECTION 3.05.  Litigation and Environmental Matters

        	
          40

        
	
          SECTION 3.06.  Compliance with Laws

        	
          41

        
	
          SECTION 3.07.  Investment Company Status

        	
          41

        
	
          SECTION 3.08.  Taxes

        	
          41

        
	
          SECTION 3.09.  ERISA

        	
          41

        
	
          SECTION 3.10.  Disclosure

        	
          41

        
	
          SECTION 3.11.  Reserved

        	
          41

        
	
          SECTION 3.12.  Margin Securities

        	
          41

        
	
          SECTION 3.13.  Anti-Corruption Laws; Sanctions Laws and
                Regulations

        	
          42

        
	
          ARTICLE IV  Conditions

        	
          42

        


  

  

  

  

  
    i

    
      


    
      

      

    

  

  

  

  	
          SECTION 4.01.  Effective Date

        	
          42

        
	
          SECTION 4.02.  Each Credit Event

        	
          43

        
	
          ARTICLE V  Affirmative Covenants

        	
          44

        
	
          SECTION 5.01.  Financial Statements and Other Information

        	
          44

        
	
          SECTION 5.02.  Notices of Material Events

        	
          45

        
	
          SECTION 5.03.  Existence; Conduct of Business

        	
          45

        
	
          SECTION 5.04.  Maintenance of Properties; Insurance

        	
          45

        
	
          SECTION 5.05.  Books and Records; Inspection Rights

        	
          45

        
	
          SECTION 5.06.  Compliance with Laws

        	
          45

        
	
          SECTION 5.07.  Use of Proceeds

        	
          46

        
	
          SECTION 5.08.  Environmental Matters

        	
          46

        
	
          SECTION 5.09.  ERISA Information

        	
          46

        
	
          SECTION 5.10.  Taxes

        	
          47

        
	
          ARTICLE VI  Negative Covenants

        	
          47

        
	
          SECTION 6.01.  Reserved

        	
          47

        
	
          SECTION 6.02.  Liens

        	
          47

        
	
          SECTION 6.03.  Fundamental Changes

        	
          48

        
	
          SECTION 6.04.  Investment Restriction

        	
          48

        
	
          SECTION 6.05.  Restricted Payments

        	
          48

        
	
          SECTION 6.06.  Restrictive Agreements

        	
          48

        
	
          SECTION 6.07.  Financial Condition Covenants

        	
          49

        
	
          ARTICLE VII  Events of Default

        	
          50

        
	
          ARTICLE VIII  The Administrative Agent

        	
          53

        
	
          ARTICLE IX  Miscellaneous

        	
          55

        
	
          SECTION 9.01.  Notices

        	
          55

        
	
          SECTION 9.02.  Waivers; Amendments

        	
          57

        
	
          SECTION 9.03.  Expenses; Indemnity; Damage Waiver

        	
          58

        
	
          SECTION 9.04.  Successors and Assigns

        	
          59

        
	
          SECTION 9.05.  Survival

        	
          62

        
	
          SECTION 9.06.  Counterparts; Integration; Effectiveness

        	
          62

        
	
          SECTION 9.07.  Severability

        	
          62

        
	
          SECTION 9.08.  Right of Setoff

        	
          62

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

        	
          63

        
	
          SECTION 9.10.  Waiver of Jury Trial

        	
          63

        
	
          SECTION 9.11.  Headings

        	
          64

        
	
          SECTION 9.12.  Confidentiality

        	
          64

        
	
          SECTION 9.13.  Interest Rate Limitation

        	
          64

        
	
          SECTION 9.14.  Liability of Manager

        	
          65

        
	
          SECTION 9.15.  USA Patriot Act Notice

        	
          65

        
	
          SECTION 9.16.  No Advisory or Fiduciary Responsibility

        	
          65

        
	
          SECTION 9.17.  Acknowledgement and Consent to Bail-In of EEA
                Financial Institutions

        	
          65

        
	
          SECTION 9.18.  Existing Credit Facility

        	
          66

        
	
          SECTION 9.19.  Certain ERISA Matters

        	
          66

        


  

  

   

      

  
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  SCHEDULES:

  Schedule 2.01 -- Commitments

  Schedule 3.05 -- Disclosed Matters

  Schedule 6.06 -- Existing Restrictions

  

  

  EXHIBITS:

  Exhibit A -- Form of Assignment and Assumption

  Exhibit B -- Form of Borrowing Request

  Exhibit C -- Form of Interest Election Request

  Exhibit D-1 -- Form of Opinion of Christopher S. Wade, in-house counsel for Borrower and EPD

  Exhibit D-2 -- Form of Opinion of Bracewell LLP, Borrower's and EPD's Counsel

  Exhibit E -- Form of Compliance Certificate

  Exhibit F -- Form of Note

  Exhibit G-1 -- Form of U.S. Tax Compliance Certificate (Foreign Lenders; Not Partnerships)

  Exhibit G-2 -- Form of U.S. Tax Compliance Certificate (Foreign Participants; Not Partnerships)

  Exhibit G-3 -- Form of U.S. Tax Compliance Certificate (Foreign Participants; Partnerships)

  Exhibit G-4 -- Form of U.S. Tax Compliance Certificate (Foreign Lenders; Partnerships)

  

  

  
    iii

    
      


    
      

      

    

  

  
   

  

  
    364-DAY REVOLVING CREDIT AGREEMENT dated as of September 10, 2019, among ENTERPRISE PRODUCTS OPERATING LLC, a Texas
      limited liability company; the LENDERS party hereto; CITIBANK, N.A., as Administrative Agent; JPMORGAN CHASE BANK, N.A., MIZUHO BANK,
      LTD., MUFG BANK, LTD., SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, BARCLAYS BANK PLC, ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, and THE TORONTO-DOMINION
      BANK, NEW YORK BRANCH, as Co-Documentation Agents, and CITIBANK N.A., WELLS FARGO SECURITIES, LLC, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., RBC CAPITAL MARKETS, SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST
      ROBINSON HUMPHREY, INC., TD SECURITIES (USA) LLC and THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as Joint Lead Arrangers and Joint Book Runners.

    W I T N E S S E T H

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

    ARTICLE I

    Definitions

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

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

    “Administrative Agent” means Citibank,
      N.A., in its capacity as administrative agent for the Lenders hereunder.

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

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

    “Agreement” means this 364-Day
      Revolving Credit Agreement of even date herewith, among Enterprise Products Operating LLC, a Texas limited liability company; the Lenders party hereto; Citibank, N.A., as Administrative Agent; and the Co-Syndication Agents and Co-Documentation
      Agents; as may be amended, extended or otherwise modified from time to time.

    “Alternate Base Rate” means, for any
      day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such

     

    

    
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      day plus 1⁄2 of 1%, and (c) LIBOR for an Interest Period of one month in effect on such day (and if such day is not a Business Day, the
        immediately preceding Business Day) plus 1% (provided that clause (c) shall not be applicable during any period in which LIBOR is unavailable or unascertainable).  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal
        Funds Effective Rate or LIBOR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or LIBOR, respectively.

      “Anti-Corruption Laws” means all
        laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

      “Applicable Percentage” means, with
        respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment.  If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon either (i) the Commitments most
        recently in effect, giving effect to any assignments or (ii) if the Loans have been converted to Term Loans pursuant to Section 2.01(c), the percentage of the total Term Loans represented by such Lender’s Term Loan.

      “Applicable Rate” means, for any
        day, with respect to any Eurodollar Loan, or with respect to the facility fees payable hereunder, as the case may be (subject to the immediately following paragraph of this defined term), the applicable rate per annum set forth below under the
        caption “Eurodollar Spread”, “ABR Spread” or “Facility Fee Rate”, as the case may be, based upon the ratings by Moody's and/or S&P, respectively, applicable on such date to the Index Debt:

      	
              Index Debt Ratings:

              (Moody’s/S&P)

            	
               

              Eurodollar Spread

            	
               

              ABR Spread

            	
               

              Facility Fee Rate

            
	
               Category 1    > A2/A

            	
               0.815%

            	
               0.000%

            	
               0.060%

            
	
               Category 2    A3/A-

            	
               0.925%

            	
               0.000%

            	
               0.075%

            
	
               Category 3    Baa1/BBB+

            	
               1.025%

            	
               0.025%

            	
               0.100%

            
	
               Category 4    Baa2/BBB

            	
               1.125%

            	
               0.125%

            	
               0.125%

            
	
               Category 5    < Baa3/BBB-

            	
               1.350%

            	
               0.350%

            	
               0.150%

            


      For purposes of the foregoing, (i) if only one of Moody's and S&P shall have in effect a rating for the Index Debt
        (other than by reason of a change in the rating system of, or unavailability of a ratings by, such rating agencies, as referred to in the last sentence of this paragraph), then the other rating agency shall be deemed to have established a rating in
        the same Category as such agency; (ii) if each of Moody’s and S&P shall have in effect a rating for the Index Debt, and such ratings shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings;
        and (iii) if the ratings established or deemed to have been established by Moody's and/or S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as
        of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply

      
        2

        
          


        

      

      during the period commencing on the effective date of such change and ending on the date immediately preceding the
        effective date of the next such change.  If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate
        in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the
        rating most recently in effect prior to such change or cessation.

      “Arranger” means each Joint Lead
        Arranger and Joint Book Runner listed on the cover page hereof.

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

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

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

      “Bail-In Action” means the exercise
        of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

      “Bail-In Legislation” means, with
        respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU
        Bail-In Legislation Schedule.

      “Beneficial Ownership Certification”
        means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

      “Beneficial Ownership Regulation”
        means 31 CFR § 1010.230.

      “Benefit Plan” means any of (a) an
        “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or 

       

      

      
        3

        
          


        

      

      (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of
        the Code) the assets of any such “employee benefit plan” or “plan”.

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

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

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

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

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

      “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
          Enterprise GP 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 Enterprise GP greater than the direct or indirect beneficial ownership interests of EPCO and its Affiliates in the Manager or Enterprise GP; 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 Enterprise GP, respectively, who (x) is a member of such board of directors as of the date hereof, 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)

      
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      compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender's holding company, if
        any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided
        that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules,
        guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III,
        shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

      “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 Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section
        2.09 and (b) reduced or increased from time to time pursuant to Section 2.01 or assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment and
        Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.  The initial aggregate amount of the Lenders' Commitments as of the Effective Date is $1,500,000,000.

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

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

      “Consolidated EBITDA” means for any
        period, the sum of (a) the consolidated net income of the Borrower and its consolidated Subsidiaries (excluding Project Finance Subsidiaries) for such period plus, to the extent deducted in determining consolidated net income for such period, the
        aggregate amount of (i) Consolidated Interest Expense, (ii) income or gross receipts tax (or franchise tax or margin tax in the nature of an income or gross receipts tax) expense, (iii) depreciation and amortization expense, and (iv) non-cash
        charges, 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 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

      
        5

        
          


        

      

      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, minus
        (f) non-cash gains.

      “Consolidated Indebtedness” means
        for any date, 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 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.

      “Defaulting Lender” means at any
        time, subject to Section 2.21(b), (i) any Lender that has failed for two or more Business Days to comply with its obligations under this Agreement to

      
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      make a Loan or make any other payment due hereunder (each, a “funding




            obligation”), (ii) any Lender that has notified the Administrative Agent or the Borrower in writing, or has stated publicly, that it does not intend to comply with its funding obligations hereunder or generally under other agreements
        in which it commits to extend credit and has not retracted such statement or announcement, (iii) any Lender that has defaulted on its funding obligations under any other loan agreement or credit agreement or other financing agreement, (iv) any
        Lender that has, for three or more Business Days after written request of the Administrative Agent or the Borrower, failed to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding
        obligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Administrative Agent’s and the Borrower’s receipt of such written confirmation), or (v) any Lender (x) with respect to which
        a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company or (y) that has, or its Parent Company has, become the subject of a Bail-In Action.  Any determination by the Administrative Agent that a
        Lender is a Defaulting Lender under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon notification of such
        determination by the Administrative Agent to the Borrower and the Lenders.

      “Designated Persons” means a person
        or entity: (i) listed in the annex to, or otherwise the subject of the provisions of, any executive order administered by OFAC or the U.S. Department of State or (ii) named as a “Specially Designated National and Blocked Person” or a “Foreign
        Sanctions Evaders” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or is otherwise the subject of any Sanctions Laws and Regulations.

      “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.

      “EEA Financial Institution” means
        (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution
        described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
        with its parent.

      “EEA Member Country” means any of
        the member states of the European Union, Iceland, Liechtenstein, and Norway.

      “EEA Resolution Authority” means any
        public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

      “Effective Date” means the date on
        or prior to September 30, 2019 specified in the notice referred to in the last sentence of Section 4.01.

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

      
        7

        
          


        

      

      “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
        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 Enterprise Products
        Company, a Texas corporation.

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

      “EPD Guaranty Agreement” means an
        agreement in form and substance satisfactory to the Administrative Agent by EPD 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 and the rules and regulations promulgated thereunder.

      “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 existence with respect to any Plan of an “accumulated
        funding deficiency” as defined in 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 or Section 303(d) of ERISA 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

      
        8

        
          


        

      

      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.

      “EU Bail-In Legislation Schedule”
        means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

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

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

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

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

      “Excluded Taxes” means, with respect
        to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income  by the United States of
        America, by any state thereof or the District of Columbia or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office
        is located or where it is resident or carrying on business, (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, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any United States withholding tax that is imposed on
        amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender's failure to comply with Section 2.17(e), except to the extent
        that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a)
        and (d) any U.S. federal withholding Taxes imposed under FATCA.

      “Existing Credit Facility” means the
        revolving credit facility of the Borrower under that certain 364-Day Revolving Credit Agreement dated as of September 12, 2018, among the Borrower, Citibank, N.A., as administrative agent, and the lenders party thereto, together with any and all
        amendments and supplements thereto.

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

      “FATCA” means the Foreign Account
        Tax Compliance Act, sections 1471 through 1474 of the Code and any regulations or official interpretations thereof (other than for purposes of Section 2.17(f), as such Code sections, regulations and official interpretations are in effect as of the
        date of this Agreement).

      “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 Manager on behalf 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.

      “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.

      “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)

      
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      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 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 August, 2019 relating to the Borrower and the Transactions.

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

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

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

      
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      calendar month of such Interest Period.  For purposes of this definition, the date of a Borrowing initially shall be the date on which such
        Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

      “Lender Insolvency Event” means that
        (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or
        (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or
        its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

      “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 Assumption or pursuant to Section 2.01(b), other than any such Person that ceases to be a party hereto pursuant to an Assignment and
        Assumption.

      “LIBOR” means, subject to the
        implementation of a LIBOR Successor Rate in accordance with Section 2.14A,

      (a) for any interest rate calculation with respect to a Eurodollar Loan, the rate of interest per annum determined on the basis of the rate for deposits in dollars for a period equal to
          the applicable Interest Period as administered by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent, and as displayed on the Reuters screen page
          that displays such rate (page LIBOR01 or LIBOR02 as of the Effective Date), at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period and, if, for any reason, such rate, or any
          successor thereto or substitute therefor, is not so published then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the interest rates per annum at which dollar deposits of $5,000,000 and for a maturity
          comparable to such Interest Period are offered by the respective principal London offices of the Reference Banks in immediately available funds in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior
          to the commencement of such Interest Period, and

      (b) for any interest rate calculation with respect to an ABR Loan, the rate of interest per annum determined on the basis of the rate for deposits in dollars for an Interest Period equal
          to one month (commencing on the date of determination of such interest rate) as administered by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent,
          and as displayed on the Reuters screen page that displays such rate (page LIBOR01 or LIBOR02 as of the Effective Date), at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the
          immediately preceding Business Day, and if, for any reason, such rate, or any successor thereto or substitute therefor, is not so published then “LIBOR” for such ABR Loan shall be determined by the Administrative Agent to be the arithmetic
          average of the interest rates per annum at which dollar deposits of $5,000,000 and for a one month maturity are offered by the respective principal London offices of the Reference Banks in immediately available

      
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      funds in the London interbank market at approximately 11:00 a.m. (London time) on such date of determination;

      provided, with respect to clauses (a) and (b) above, (i) no Reference Bank shall be obligated or required to provide any such rate, (ii)
        the Administrative Agent shall receive offered rates from at least two (2) Reference Banks and shall not be required to disclose to the Borrower an individual Reference Bank’s offered rate or the identity of the Reference Banks providing such
        rates, and (iii) Borrower agrees that any disclosure by the Administrative Agent to the Borrower of the identity of any Reference Bank and/or any offered rate by any Reference Bank shall be kept confidential.

      Notwithstanding the foregoing, (x) in no event shall LIBOR (or any LIBOR Successor Rate) be less than 0%, and (y) unless otherwise
        specified in any amendment to this Agreement entered into in accordance with Section 2.14A, in the event that a LIBOR Successor Rate is implemented, then all references herein to LIBOR shall be deemed references to such LIBOR Successor Rate.

      “LIBOR Successor Rate”
        has the meaning assigned to such term in Section 2.14A.

      “LIBOR Successor Rate Conforming Changes”
        means, with respect to any LIBOR Successor Rate, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and
        making payments of interest and other administrative matters) that the Administrative Agent reasonably determines are necessary to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably determines that adoption of
        any portion of such market practice is not administratively feasible, or, if no market practice for the administration of the LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent decides is reasonably
        necessary in connection with the administration of this Agreement).

      “LIBOR Unavailability Date”
        has the meaning assigned to such term in Section 2.14A.

      “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 Section 2.03.

      “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 Wells Fargo Bank, National Association, successor-in-interest to Wachovia Bank, National Association, f/k/a First Union National Bank, as Trustee.

      
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      “Material Adverse Change” means a
        material adverse change, from that in effect on December 31, 2018, 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 $100,000,000.

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

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

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

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

      
        14

        
          


        

      

      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 date 364
        days after the Effective Date; provided, if the Borrower has elected the Term-Out option in accordance with Section 2.01(c), “Maturity Date” shall mean the date one year and 364 days after the Effective Date (the “Term Loan Maturity Date”);
        provided, however, in either case, if such date is not a Business Day, then the
        Maturity Date shall be the Business Day immediately preceding such date.

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

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

      “Multi-Year Credit
            Facility” means the revolving credit facility of the Borrower under that certain Revolving Credit Agreement dated September 13, 2017, among the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the
        lenders party thereto, as amended by First Amendment to Revolving Credit Agreement of even date herewith, together with any and all other amendments and supplements thereto and restatements thereof.

      “Non-Defaulting Lender” means, at
        any time, a Lender that is not a Defaulting Lender.

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

      “OFAC” means The Office of Foreign
        Assets Control of the U.S. Department of the Treasury.

      “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.

      “Parent Company” means, with respect
        to a Lender (i) the bank holding company (as defined in Federal Reserve Board Regulation Y) of such Lender, if any, (ii) with respect to a Foreign Lender, any entity which is a parent of such Foreign Lender, and/or (iii) any Person owning,
        beneficially or of record, directly or indirectly, a majority of the Equity Interests of such Lender.

      “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, assessments, charges and levies 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

      
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      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;

      (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;.

      
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      “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 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 Citibank, N.A. as its prime rate in effect.  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

      
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      products, natural gas liquids, and petrochemicals, that are located in the United States of America or any territory or political
        subdivision thereof; and

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

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

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

      (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 January 31, 2019 buy back up to the number of publicly held Common Units the aggregate purchase price of which is $2,000,000,000.

      “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.

      “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.

      “PTE” means a prohibited transaction
        class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

      “Reference Banks” means Citibank,
        N.A., and each other Lender as the Borrower, the Administrative Agent and such Lender shall agree; provided, .any Reference Bank may resign from such role at any
        time without the consent of the Borrower, the Administrative Agent or any other Person, and any such resignation shall be effective whether or not a replacement Reference Bank is named.

      “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.

      
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      “Required Lenders” means, at any
        time, Lenders having Exposures and unused Commitments representing more than 50% of the sum of the total Exposures and unused Commitments at such time; provided,
        if the Loans have been converted to Term Loans pursuant to Section 2.01(c), from and after the effective date of such conversion, “Required Lenders” means Lenders
        having more than 50% of the aggregate outstanding principal amount of the Term 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.

      “Sanctions Laws and Regulations”
        means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security
        Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

      “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.

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

      “Term Loans” has the meaning set
        forth in Section 2.01(c).

      “Term-Out” means Borrower’s
        election, at its option, to have the entire principal balance of the Loans then outstanding continued as non-revolving Term Loans as provided in Section 2.01(c).

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

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

      “U.S. Tax Compliance Certificate”
          has the meaning assigned to such term in Section 2.17(e)(ii)(B)(3).

      “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.

      “Write-Down and Conversion Powers”
        means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
        are described in the EU Bail-In Legislation Schedule.

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

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

      SECTION 1.04.  Accounting Terms; GAAP. 




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

      
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      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 June 30, 2019.

      SECTION 1.05.  Divisions.  For all
        purposes hereunder, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,
        obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been
        organized on the first date of its existence by the holders of its Equity Interests at such time.

      ARTICLE II

      The Credits

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

      (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably
          withheld, to cause from time to time an increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is
          continuing, (ii) no such increase shall cause the aggregate Commitments hereunder to exceed $1,700,000,000, and (iii) no Lender's Commitment shall be increased without such Lender's consent.

      (c) Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not
          less than fifteen (15) days and not more than sixty (60) days prior to the Maturity Date, elect to have the entire principal balance of the Loans then outstanding continued as non-revolving term loans (the “Term Loans”) due and payable on the Term Loan Maturity Date; provided, the Borrower may exercise the Term-Out only once during the term of this Agreement, such exercise shall result in the
          permanent termination of the Commitments, and the Borrower may repay, but not reborrow, the Term Loans.  As a condition precedent to the Term-Out, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the
          effective date of the Term-Out signed by a Financial Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and
          have not been altered, amended or repealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (A) the representations and warranties contained in Article III and the EPD Guaranty Agreement are true and
          correct in all material respects on and as of the effective date of the Term-Out, 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 and (B) that no Default or Event of Default exists, is continuing, or would result from the Term-Out.  The Borrower agrees to pay to

      
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      the Administrative Agent for the account of each Lender a one-time Term-Out fee equal to 1.00% of the outstanding principal of the Term
        Loans so continued, which shall be due and payable on the effective date of the Term-Out.  The Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.16 incurred by any Lender in connection with the exercise of the
        Term-Out.

      SECTION 2.02.  Loans and Borrowings. 




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

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

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

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

      SECTION 2.03.  Requests for Borrowings.  




        To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed
        Borrowing (or, upon the implementation of a LIBOR Successor Rate in accordance with Section 2.14A, by the relevant time and date with respect thereto) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the
        date of the proposed Borrowing.  Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower.  Each such
        telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

      (i) the aggregate amount of the requested Borrowing;

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

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

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

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

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

      SECTION 2.04.  Reserved.

      SECTION 2.05.  Reserved.

      SECTION 2.06.  Reserved.

      SECTION 2.07.  Funding of Borrowings. 




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

      (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date, or with respect to an ABR Loan, prior to 12:30 p.m.,
          New York City time on the date, of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on
          such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing
          available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date
          such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
          in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing.  If such Lender pays such amount to the Administrative Agent, then such amount shall
          constitute such Lender's Loan included in such Borrowing.

      SECTION 2.08.  Interest Elections. 
        (a)  Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may
        elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this

      
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      Section.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such
        portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

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

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

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

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

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

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

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

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

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

      
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      SECTION 2.09.  Termination and Reduction of
            Commitments.  (a)  Unless previously terminated, the Commitments shall termi-nate on the earlier of (i) the Maturity Date and (ii) the date the Loans are converted to Term Loans pursuant to Section 2.01(c).

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

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

      SECTION 2.10.  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 or, if the Loans have been converted to Term
        Loans pursuant to Section 2.01(c), each Term Loan on the Term Loan Maturity Date.

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

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

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

      
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      (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 such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and substantially in the form of (i) with respect to Loans, in the form of note attached hereto as Exhibit F. 
          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 payee named therein
          (or, if such promissory note is a registered note, to such payee and its registered assigns).

      SECTION 2.11.  Prepayment of Loans. 




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

      (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a
          Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of
          prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice
          of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09.  Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents
          thereof.   Each partial prepayment of any Borrowing shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 in the case of an ABR Borrowing, or $3,000,000 in the case of a Eurodollar Borrowing.  Each
          prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 and any breakfunding payments due under Section 2.16.

      SECTION 2.12.  Fees.  (a)  The
        Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and
        including the Effective Date to but excluding the date on which such Commitment terminates; provided that, (i) if such Lender continues to have any Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender's Exposure from and including the date on which its
        Commitment terminates to but excluding the date on which such Lender ceases to have any Exposure, and (ii) if such Commitment termination is pursuant to the conversion of such Lender’s Loans to Term Loans pursuant to Section 2.01(c), such facility
        fee shall thereafter accrue on the daily outstanding principal amount of such Lender’s Term Loan from and including the date on which such conversion occurs to but excluding the date on which such Term Loan is paid in full.  Accrued facility fees
        shall be payable in arrears on the last day of March, June, September and December of each year, on the date on which the Commitments terminate and, if applicable, on the Term Loan Maturity Date, commencing on the first such date to occur after the
        date hereof; provided that any facility fees accruing after the date on which
        the Commitments terminate (other than pursuant to the conversion of the Loans to Term Loans pursuant to Section 2.01(c)) shall be payable on demand.

      
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      All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
        (including the first day but excluding the last day).

      (b) Reserved.

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

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

      (e) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any
          facility fees accruing during such period pursuant to Section 2.12(a) with respect to any unfunded portion of such Lender’s Commitment (without prejudice to the rights of the Non-Defaulting Lenders in respect of any fees due such Non-Defaulting
          Lenders under such Section 2.12(a)).

      SECTION 2.13.  Interest.  (a)  The
        Loans comprising each ABR Borrowing shall bear interest on each day at the Alternate Base Rate for such day plus an amount equal to the “ABR Spread” set forth in the pricing grid set forth in the defined term “Applicable Rate” that would be
        applicable to ABR Loans on such day.

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

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

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

      (e) All interest determined by reference to LIBOR or clauses (b) or (c) of the definition of “Alternate Base Rate” shall be computed on the basis of a year of
          360 days, and all other interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day

      
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      but excluding the last day).  The applicable Alternate Base Rate or LIBOR shall be determined by the Administrative Agent, and such
        determination shall be conclusive absent manifest error.

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

      SECTION 2.14.  Alternate Rate of Interest. 




        Unless and until a LIBOR Successor Rate is implemented in accordance with Section 2.14A below, if prior to the commencement of any Interest Period for a Eurodollar Borrowing:

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

      (b) the Administrative Agent is advised by the Required Lenders that LIBOR for such Interest Period will not adequately and fairly reflect the
          cost to such Lenders of making or maintaining their Loans included in such Borrowing 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, (i) any Interest Election Request that requests the conversion of any Borrowing to, or
        continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of
        Borrowings shall be permitted.

      SECTION 2.14A.  LIBOR Successor Rate. 




        Notwithstanding anything to the contrary herein or in any other loan document, if the ICE Benchmark Administration (or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency
        official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR has
        made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided
        that at the time of such statement or publication,

      
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      there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii)
        identifying a specific date after which LIBOR will no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and
        (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability
            Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or
        the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any
        such proposed rate, a “LIBOR Successor Rate”); provided that if any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of
        this Agreement.  Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate to the
        Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR
        Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes.  If no LIBOR Successor
        Rate has been determined hereunder and the LIBOR Unavailability Date has occurred, the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar
        Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the
        extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified therein.

      SECTION 2.15.  Illegality; Increased Costs. 




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

      (b) If any Change in Law shall:

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

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

      and the result of any of the foregoing shall be to increase the cost to such Lender of making or main-taining any Eurodollar Loan (or of
        maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receiv-able 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 or liquidity 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 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 paragraphs (a), (b) or (c) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  Such certificate shall further certify that such Lender is
          making similar demands of its other similarly situated borrowers.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, if such certificate complies herewith.

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

      SECTION 2.16.  Break Funding Payments. 




        In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the
        last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section
        2.11(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such
        event, the Borrower shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profits) attributable to such event.  A certifi-cate of any Lender setting forth, in reasonable detail showing the computation thereof,
        any amount or

      
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      amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent
        manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, if such certificate complies herewith.

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

      (c) Without duplication of any other obligation in this Section 2.17, 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 the Administrative Agent or 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 the Administrative Agent or such Lender notifies the Borrower of the Indemnified Taxes or Other Taxes imposed or asserted and of the Administrative Agent’s or such Lender's intention to claim compensation
          therefor; provided further that, if the Indemnified Taxes or Other Taxes
          imposed or asserted giving rise to such claims are retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof (to the extent that such period of retroactive effect is not already
          included in such 90-day period).  A certificate setting forth, in reasonable detail showing the computation thereof, the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf
          or on behalf of a Lender, shall be conclusive absent manifest error.

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

      (e) Status of Lenders.

    

  

   

  

  
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    (i) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any loan document shall
        deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the
        Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
        documentation prescribed by any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
        Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission
        of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A) and (B) and Section 2.17(f) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such
        Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

    (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a “United States person” as defined in section
        7701(a)(30) of the Code,

    (A) any Lender that is a “United States person” as defined in section 7701(a)(30)
        of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
        Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax;

    (B) any Foreign Lender shall, to the extent it is legally entitled to do so,
        deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon
        the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

    (1) with respect to payments of interest under any loan document, executed copies of IRS Form W-8BEN-E or IRS
        Form W-8BEN, as applicable, establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of an income tax treaty to which the United States is a party, and with respect to any other
        applicable payments under any loan document, IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable, establishing an exemption from, or reduction of, United States federal withholding tax pursuant to the “business profits” or “other income” article of
        such tax treaty;

    (2) executed copies of IRS Form W-8ECI;

    (3) a certificate substantially in the form of Exhibit G-1 to the effect that
        such Foreign Lender is not a “bank” within the meaning of section

    
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    881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of section
      881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”), and executed
      copies of IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable; or

    (4) executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a
        U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax
        Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; and

    (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
        of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
        executed copies of any other form prescribed by any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority as a basis for claiming exemption from or a reduction in United States federal withholding
        tax, duly completed, together with such supplementary documentation as may be prescribed thereby to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

    Each Lender agrees that if any form or certification it previously delivered under this Section 2.17 expires or becomes
      obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

    (f) FATCA.  If a payment made to a Lender under any loan document would be subject to United States federal withholding tax imposed
          by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative
          Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by any law, rule or regulation or in the interpretation or application
        thereof by any Governmental Authority (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
          the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to
          determine the amount to deduct and withhold from such payment.  Solely for purposes of this Section 2.17(f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

    (g) Treatment of Certain
            Refunds.  If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower
        or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall

    
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    pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts
      paid, by the Borrower under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest
      (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the
      Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the
      Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an
      indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to
      such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This Section 2.17 shall not be construed to require the Administrative Agent or any
      Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

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

    SECTION 2.18.  Payments Generally; Pro Rata
          Treatment; Sharing of Set-offs.  (a)  The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00
      p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on
      the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices in New York, New York at such payment account as designated by Administrative Agent, except
      that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto; provided, if any Lender shall become a
      Defaulting Lender, from and after the date upon which such Lender shall have become a Defaulting Lender, any payment made on account of principal of or interest on the Loans shall be applied as set forth in Section 2.21(a)(ii), provided, further, that the application of such payments in accordance herewith shall
      not constitute an Event of Default or a Default, and no payment of principal of or interest on the Loans of such Defaulting Lender shall be considered to be overdue, if, had such payments been applied without regard hereto, no such Event of Default
      or Default would have occurred and no such payment of principal of or interest on the Loans of such Defaulting Lender would have been overdue.  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.

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

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

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

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

    SECTION 2.19.  Mitigation Obligations;
          Replacement of Lenders.  (a)  If any Lender requests compensation under Section 2.15 or Section 2.13(f), or if the Borrower is required to

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

    (b) If any Lender requests compensation under Section 2.13(f) or Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any
        Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, 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 at par
        (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 unrea-sonably 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 2.13(f) or Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or
        payments.  A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such  assignment and delegation cease
        to apply.  If any Lender refuses to assign and delegate all its interests, rights and obligations under this Agreement after the Borrower has required such Lender to do so as a result of a claim for compensation under Section 2.13(f) or
        Section 2.15 or payments required to be made pursuant to Section 2.17, such Lender shall not be entitled to receive such compensation or required payments.

    SECTION 2.20.  Separateness.  The
      Lenders acknowledge and affirm (i) their reliance on the separateness of EPD, Enterprise GP, Borrower and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Finco”), Duncan Family Interests, Inc. (“DFI”), DFI GP
      Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors of the Borrower, Manager, EPD or Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, Manager, EPD and
      Enterprise GP from each other and from other Persons, including EPCO, Finco, DFI, DFI GP and DFI Holdings, (iii) that each of the Borrower, Manager, EPD and Enterprise GP have assets and liabilities that are separate from those of each other and from
      other Persons, including EPCO, Finco, DFI, DFI GP and DFI Holdings, (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, Enterprise GP, EPCO,
      Finco, DFI, DFI GP or DFI Holdings, and (v) that, except as

    
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    other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans or
      other obligations thereunder, the Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective property and assets, and any property pledged as collateral with respect hereto or thereto, for the
      repayment of any amounts payable pursuant hereto or thereto and for satisfaction of any obligations owing to the Lenders hereunder or thereunder and that neither Enterprise GP nor Manager is personally liable to the Lenders for any amounts payable or
      any liability hereunder or thereunder.

    SECTION 2.21.  Defaulting Lenders.

    (a) Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender




        is no longer a Defaulting Lender, to the extent permitted by
          applicable law:

    (i) Waivers and Amendments.  That Defaulting Lender’s right to approve or disapprove any
          amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02(b).

    (ii) Reallocation of Payments.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as
          follows: first, to the payment of any
          amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the
        Borrower may request (so long as no Default or Event




        of Default exists), to the funding of any Loan in respect of which
          that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy
          obligations of that Defaulting Lender to fund Loans under




          this Agreement; fourth, to the payment of any amounts then owing to the Lenders as a result
          of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts then owing to the Borrower as a result of any judgment of a court of
          competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in
          respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting




        Lenders on a pro rata basis prior to being applied to the payment of any Loans of that Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall




          be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.  Upon making any payment to the Administrative
        Agent for the account of a Defaulting Lender,

    
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    the Borrower's obligation to pay such amount to such Defaulting Lender shall be fully
        discharged and such Defaulting Lender shall have no recourse to the Borrower for the payment of such amount.

    (iii) Certain Fees.  That Defaulting Lender shall not be
        entitled to receive any facility fees with respect to its undrawn Commitment pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would
        have been required to have been paid to that Defaulting Lender).

    (b) Defaulting Lender Cure.  If the Borrower and the Administrative Agent agree in writing in their discretion that a Lender
        is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable,
        purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Exposure of the Lenders to be on a pro rata basis in accordance with
        their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided
        that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by
        the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

    (c) Termination of Defaulting Lender Commitment.  The Borrower may terminate the
        unused amount of the Commitment of a Defaulting Lender upon not less than five (5) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii)
        will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be
        deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.

    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

    
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    Adverse Effect, is qualified to do business in, and (if applicable) is in good standing in, every juris-diction 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 liability company 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 (except for the Existing Credit Facility) 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 balance sheets of the Borrower and its consolidated Subsidiaries and the related consolidated 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, 2018, such consolidated financial statements audited by an independent accounting firm of national standing, and (ii) as of and for the fiscal quarter and the portion of the fiscal
      year ended June 30, 2019, unaudited and certi-fied by a Financial Officer.  Such financial state-ments 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 in writing against or affecting the Borrower or any of its
      Subsidiaries (i) as to which there is a reasonable possi-bility of an adverse determination and that, if adversely deter-mined, 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

    
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    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.

    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. As of the Effective Date, Borrower hereby certifies that the Borrower qualifies for an express exclusion to the
      “legal entity customer” definition under the Beneficial Ownership Regulation.

    SECTION 3.11.  Reserved.

    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

    
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    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.

    SECTION 3.13.  Anti-Corruption Laws; Sanctions
          Laws and Regulations.  The Borrower and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with Anti-Corruption Laws
      and applicable Sanctions Laws and Regulations.  The Borrower and its Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws and
      applicable Sanctions Laws and Regulations in all respects (for the avoidance of doubt, this representation shall not fail to be true and correct due to any failure or failures to comply with Anti-Corruption Laws (i) that are isolated and do not
      evidence a pervasive or systemic pattern of violations of such laws and regulations or a significant deficiency in the implementation of the aforesaid policies and procedures to ensure compliance by the Borrower and its Subsidiaries with
      Anti-Corruption Laws or (ii) that arise from actions or incidents that have been publicly disclosed by the Borrower or disclosed in writing to the Administrative Agent (with a copy to Lenders), in each case, at least twenty (20) days prior to the
      Effective Date).  Neither the Borrower nor any of its Subsidiaries, or to their knowledge any of their directors or officers, or any of their respective agents acting or benefiting in any capacity in connection with this Agreement, is a Designated
      Person or is knowingly engaged in any activity that could reasonably be expected to result in such Person becoming a Designated Person.  No Loan, use of proceeds or other transaction contemplated by this Agreement will result in a violation of
      Anti-Corruption Laws or applicable Sanctions Laws and Regulations by the Borrower or any of its Subsidiaries.

    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
        Christopher S. Wade, in-house counsel for Borrower and EPD and Bracewell LLP, counsel for Borrower and EPD, substantially in the forms of Exhibits D-1 and D-2.

    (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (1) the
        organization and existence of the Borrower and EPD, (2) the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the
        Administrative Agent and its counsel, and (3) with

    
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    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 2.10(e), each duly completed and executed by the
        Borrower.

    (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer, confirming compliance with the conditions
        set forth in Section 4.01(h) and paragraphs (a) and (b) of Section 4.02.

    (g) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable to or on behalf of the Administrative Agent, any Arranger
        or any Lender 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) The Lenders shall have received (i) the audited financial statements for the Borrower and its Subsidiaries for the period ended December
        31, 2018, and (ii) the unaudited financial statements for the Borrower and its Subsidiaries and EPD's Form 10-Q for the fiscal quarter ending June 30, 2019.

    (j) 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.

    (k) All obligations and indebtedness under the Existing Credit Facility shall be contemporaneously refinanced pursuant hereto and the Existing Credit Facility shall
        have been terminated and replaced hereby.

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

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

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

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

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

    ARTICLE V

    Affirmative Covenants

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

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

    (a) within 15 days after filing same with the Securities and Exchange Commission (“SEC”),




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

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

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

    (d) if the Borrower is not subject to Section 13 or 15(d) of the Exchange Act and EPD owns direct subsidiaries (other than the Borrower and its Subsidiaries), promptly
        after their becoming available and in any event within 60 days after the close of each of the first three fiscal quarters of each fiscal year of the Borrower, (i) the unaudited consolidated balance sheets of the Borrower and its consolidated
        Subsidiaries as at the end of such quarter and (ii) the unaudited consolidated statements of income, equity and cash flow of the Borrower for such quarter, setting forth in each case in comparative form the corresponding figures for the preceding
        fiscal year, all of the foregoing certified by a Financial Officer 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

    
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    (e) within 60 days after the end of each fiscal quarter of each fiscal year of the Borrower,  a certificate of a Financial Officer substantially in the form of
        Exhibit E (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 or the Manager on behalf 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, amalgamation,
      consolidation, liquidation or dissolution not prohibited under Section 6.03.

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

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

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

    
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    compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations. The Borrower shall (a) notify the Administrative Agent
      and each Lender if the Borrower ceases to fall within an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation, and (b) following any such notice, promptly upon the reasonable request of the
      Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any Beneficial Ownership Certification as may be required by the Beneficial Ownership Regulation or any other information or
      documentation reasonably requested by it for purposes of complying with the Beneficial Ownership Regulation.

    SECTION 5.07.  Use of Proceeds.  The
      proceeds of the Loans will be used only (a) for the refinancing of the Indebtedness under the Existing Credit Facility, and for payment of transaction expenses related to the Transactions, and (b) for working capital, capital expenditures,
      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.  The Borrower
      and its Subsidiaries shall not, and, to their knowledge, their respective officers, employees, directors and agents (in their capacity as officers, employees, directors or agents, respectively, of the Borrower or any of its Subsidiaries), shall not,
      use the proceeds of any Loan (i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions Laws and Regulations (on the
      Effective Date, Crimea (Ukraine-related), Cuba, Iran, North Korea, and Syria), (ii) in any other manner that would result in a material violation of any Sanctions Laws and Regulations by the Borrower or its Subsidiaries or (iii) in furtherance of an
      offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws.

    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 $100,000,000 (in the aggregate for all such withdrawals), a
      written notice thereof signed by an executive officer of the Borrower stating the applicable details; and

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

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

    ARTICLE VI

    Negative Covenants

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

    SECTION 6.01.  Reserved.

    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.

    
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    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 here-after 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, (ii)
      any Subsidiary of the Borrower may be merged into, amalgamated with or consolidated with another Subsidiary, change its jurisdiction of organization, or change the type of business entity in which it conducts its business, and (iii) Borrower may sell
      or otherwise dispose of all or any portion of the Equity Interests of any of its Subsidiaries.

    SECTION 6.04.  Investment Restriction. 




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

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

    SECTION 6.06.  Restrictive Agreements. 




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

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

    SECTION 6.07  Financial Condition Covenant.

    Ratio of Consolidated Indebtedness to
          Consolidated EBITDA. The Borrower shall not permit its Debt Coverage Ratio 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

    
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    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 two fiscal quarters 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; however, such exclusion does not apply to, and
      there shall be included in such calculation, the amount of cash dividends or distributions payable with respect to such a period by a Project Finance Subsidiary 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.  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
        prepay-ment 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 agree-ment 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 $100,000,000, 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 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, seques-

    
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    trator, 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 offi-cial for the Borrower or any Material Subsidiary
        (other than Project Finance Subsidiaries) or for a substan-tial part of its assets, (iv) file an answer admit-ting 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 fore-going;

    (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 $100,000,000 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 $100,000,000 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 Enterprise GP takes, suffers or permits to exist any of the events or conditions referred to in clauses (g), (h) or (i) of this Article;

    (n) a Change in Control shall occur; or

    (o) an “Event of Default” (as defined in the Multi-Year Credit Facility) shall occur and be continuing;

    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,

    
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    take either or both of the following actions, at the same or different times:  (i) terminate the Commitments, and thereupon the Commitments
      shall terminate immediately, and (ii) declare the Loans then out-standing 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 present-ment, 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 Affili-ates 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), (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 and (d) the Administrative Agent will not be
      required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any loan document or applicable law, including for the avoidance of doubt, any action that may be
      in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any such law. 
      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

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

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

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

    Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the
      Administrative Agent may resign at any time by notifying the Lenders and the Borrower.  Upon any such resignation, the Required Lenders shall have the right, with the Borrower's approval (which will not be unreasonably withheld), to appoint another
      Lender as 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

    
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    successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the
      retiring Administrative Agent shall be discharged from its duties and obligations hereunder.  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between
      the Borrower and such successor.  After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their
      respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

    Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender
      and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative
      Agent or any other Lender and based on such documents and informa-tion 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(e), 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 Citibank, N.A. Delaware, 1615 Brett Road, OPS III, New Castle, DE 19720; Attn: Agency Operations, Phone: (302) 894-6010, Fax:
        (646) 274-5080, Borrower inquiries: AgencyABTFSupport@citi.com, Borrower notices and notifications: GlAgentOfficeOps@Citi.com, Disclosure Team Mail (Financial Reporting):  GlAgentOfficeOps@Citi.com
        and oploanswebadmin@citi.com; with a copy to 811 Main St., Houston TX 77002, Attention: Enterprise Products Account Officer; Telecopy: (713)
        481-0247;

    (c) reserved;

    (d) 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

    (e) 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

    
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    reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a
      conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the
      scheduled date therefor, (iii) provides notice of any Default or Event of Default, or (iv) other than the requirements set forth in Sections 3.04, 4.01(i) and 5.01, is required to be delivered to satisfy any condition precedent to the effectiveness
      of this Agreement and/or any Borrowing or any other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”),




      by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent.  The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the
      Communications on DebtDomain, 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 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.

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

    (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the
        Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase or extend the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate
        of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees payable
        hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that
        would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release EPD from any of its monetary obligations under the EPD Guaranty Agreement without the written consent of each Lender, or
        (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination
        or grant any consent hereunder, without the  written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the
        rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent; provided further (x) the Administrative Agent
        and the Borrower shall be permitted to amend any provision hereof (and such amendment shall become effective without any further action or consent of any other party hereto) if the Administrative Agent and the Borrower shall have jointly identified
        an obvious error or any error, ambiguity, defect or inconsistency or omission of a technical or immaterial nature in any such provision and (y) the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments
        or modifications to this Agreement or enter into additional documents as the Administrative Agent reasonably deems appropriate in order to implement any LIBOR Successor Rate or any LIBOR Successor Conforming Changes or otherwise effectuate the
        terms of Section 2.14A in accordance with the terms thereof.  Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be
        entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of
        the Lenders, as required, have approved any such amendment or

    
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    waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of
      principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of
      any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

    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 provi-sions
      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 hereunder, including all such out-of-pocket expenses incurred during  any workout, restructuring or negotiations in respect of such Loans.

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

    (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each
        Lender severally agrees to pay to the Administrative Agent, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage,

    
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    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
        indirect, special, consequential or 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.

    (b) Any Lender may assign to one or more assignees (other than the Borrower, EPD, any of their Affiliates or a Defaulting Lender or any of their respective
        subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this parenthetical) 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 (or a lender or
        an affiliate of a lender under the Multi-Year Credit Facility), 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 Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of
        the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall result in the assignor retaining a Commitment of not less than $10,000,000 and shall be made as an assignment of a proportionate part of all the
        assigning Lender's rights and obligations under this Agreement, (iv) the parties (other than the Borrower) to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and
        recordation fee of $3,500 (such fee waivable at Administrative Agent’s sole discretion) , (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 2.17; and provided further that any consent of the Borrower otherwise required under

    
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    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 Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption,
      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 Assumption, be released from its obliga-tions under this Agreement (and, in the
      case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and
      9.03 as to matters occurring on or prior to date of assignment).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale
      by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

    (c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices 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 Assumption 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.  In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender.  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.

    (d) Upon its receipt of a duly completed Assignment and Assumption 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 Assumption and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided
        in this paragraph.

    (e) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities, other than a Defaulting
        Lender (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

    
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    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.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a
      register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the loan documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the
      Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any loan document) to any Person except to the extent
      that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall
      be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the
      avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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

    (g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender to a
        Federal Reserve Bank or any central bank having jurisdiction over such Lender, 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.

    (h) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition
        to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment,
        purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and
        assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund
        as appropriate) its full pro rata share of all Loans in accordance with its
        Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes

    
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    effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to
      be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

    SECTION 9.05.  Survival.  All
      covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instru-ments  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 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 outstand-ing and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full
      force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

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

    SECTION 9.07.  Severability.  Any
      provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and
      enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section, if
      and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by bankruptcy, insolvency, receivership or similar law, as determined in good faith by the Administrative Agent, then such
      provisions shall be deemed to be in effect only to the extent not so limited.

    SECTION 9.08.  Right of Setoff.  If
      an Event of Default shall have occurred and be continuing and acceleration of the Loans shall have occurred 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

    
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    and although such obligations may be unmatured; provided,
      that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and,
      pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative
      Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Lender as to which it exercised such right of setoff.  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 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 proper-ties 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 here-after
        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

    
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    AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREE-MENT BY, AMONG OTHER THINGS, THE MUTUAL
      WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

    SECTION 9.12.  Confidentiality.  Each
      of the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates'
      directors, officers, managers, administrators, trustees, 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 the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (including any pledgee or assignee permitted under
      Section 9.04(g)), (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other
      representatives) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any
      similar organization, (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, the
      Co-Syndication Agents, the Co-Documentation Agents or any Lender on a nonconfidential basis from a source other than the Borrower and its Related Parties.  For the purposes of this Section, “Information” means all information received from the
      Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower.

    SECTION 9.13.  Interest Rate Limitation. 




      Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under appli-cable 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.

    
      64

      
        


      

    

    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 the 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.  The Borrower shall, following a request by the Administrative Agent or any Lender, provide all
      documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, including the
      Act.

    SECTION 9.16.  No Advisory or Fiduciary
          Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other loan document executed or delivered in connection
      herewith), Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by Administrative Agent, Arrangers and Lenders are arm’s-length commercial
      transactions between Borrower and its Affiliates, on the one hand, and Administrative Agent, Arrangers and Lenders, on the other hand, (B) Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
      appropriate, and (C) Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other loan documents executed or delivered in connection herewith; (ii) (A)
      Administrative Agent, each Lender and each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for
      Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, nor any Arranger or any Lender has any obligation to Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those
      obligations expressly set forth herein and in the other loan documents executed or delivered in connection herewith; and (iii) Administrative Agent, Arrangers and Lenders and their respective Affiliates may be engaged in a broad range of transactions
      that involve interests that differ from those of Borrower and its Affiliates, and none of the Administrative Agent, any Arranger or any Lender has any obligation to disclose any of such interests to Borrower or its Affiliates.  To the fullest extent
      permitted by law, Borrower hereby waives and releases any claims that it may have against Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
      transaction contemplated hereby.

    SECTION 9.17.  Acknowledgement and Consent to
          Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any loan document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
      any EEA Financial Institution arising under any loan document, to the extent such liability is unsecured, may be subject to the Write-Down and

    
      65

      
        


      

    

    Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

    (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any
        party hereto that is an EEA Financial Institution; and

    (b) the effects of any Bail-In Action on any such liability, including, if applicable:

    (i) a reduction in full or in part or cancellation of any such liability;

    (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its
        parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
        Agreement or any other loan document; or

    (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
        Authority.

    SECTION 9.18.  Existing Credit Facility. 




      The undersigned Lenders, to the extent a party to the Existing Credit Facility, agree and acknowledge that in connection with the refinancing of the loans under the Existing Credit Facility pursuant hereto, Borrower, Administrative Agent and Lenders
      shall make adjustments to the outstanding principal amount of “Loans” (as defined in the Existing Credit Facility) (but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Credit Facility prior
      to the Effective Date), including the borrowing of such additional “Loans” (which may include “Eurodollar Loans” (as defined in the Existing Credit Facility)) and the repayment of “Loans” (which may include the prepayment or conversion of “Eurodollar
      Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in the amount of its new Applicable Percentage of all Loans as of the Effective Date.  In connection with the foregoing, each Lender shall be deemed to have made an assignment of its outstanding Loans and “Commitments” (as defined in the Existing Credit Facility) under the Existing Credit Facility, and assumed outstanding Loans and Commitments of




        other Lenders under the Existing Credit Facility, all at
        the request of the Borrower, as may be necessary to effect the foregoing, and each such Lender shall be entitled to any reimbursement under Section 2.16 hereof with respect thereto. Each of the undersigned Lenders, to the extent a party to the Existing Credit Facility, waives any
        requirement under the Existing Credit Facility that notice with respect to any such borrowing, prepayment or other transaction described in this Section
      9.18 be given.

    SECTION 9.19.  Certain ERISA Matters.

    (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the
        date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or EPD, that at least one
        of the following is and will be true:

    
      66

      
        


      

    

    (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect
        to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit or the Commitments;

    (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
        independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled
        separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to
        such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

    (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B)
        such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
        participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such
        Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
        Agreement; or

    (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
        such Lender.

    (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another
        representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the
        date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for
        the benefit of the Borrower or EPD, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in,
        administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any loan document or
        any documents related hereto or thereto).

     

    

    [Signature Pages to Follow]

    
      67

      
        


      

    

    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/ Christian M. Nelly

            
	 	
              Christian M. “Chris” Nelly

            
	 	
              Senior Vice President - Finance and Treasurer

            


    

    

    

    

    

    

    
      68

      
        


      

    

    
    

    

    	
            CITIBANK, N.A.,

          
	
            as Administrative Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Maureen Maroney

          
	
            Name: Maureen Maroney

          
	
            Title:   Vice President

          


    

    

    

    

    
      S-1

      
        


      

    

    

    

    	
            WELLS FARGO BANK, NATIONAL ASSOCIATION,

          
	
            as Co-Syndication Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Doug McDowell

          
	
                 Name: Doug McDowell

          
	
                 Title:   Managing Director

          


    

    

    

    

    
      S-2

      
        


      

    

    

    

    	
            JPMORGAN CHASE BANK, N.A.,

          
	
            as Co-Syndication Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Darren Vanek

          
	
                 Name: Darren Vanek

          
	
                 Title:   Authorized Officer

          


    

    

    

    

    
      S-3

      
        


      

    

    

    

    	
            MIZUHO BANK, LTD.,

          
	
            as Co-Syndication Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Tracy Rahn

          
	
                 Name: Tracy Rahn

          
	
                 Title:   Authorized Signatory

          


    

    

    

    

    
      S-4

      
        


      

    

    

    

    	
            MUFG BANK, LTD.,

          
	
            as Co-Syndication Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Anastasiya Bykov

          
	
                 Name: Anastasiya Bykov

          
	
                 Title:   Vice President

          


    

    

    

    

    
      S-5

      
        


      

    

    

    

    	
            SUNTRUST BANK,

          
	
            as Co-Syndication Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Carmen Malizia

          
	
                 Name: Carmen Malizia

          
	
                 Title:   Director

          


    

    

    

    

    
      S-6

      
        


      

    

    

    

    	
            BARCLAYS BANK PLC,

          
	
            as Co-Documentation Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Sydney G. Dennis

          
	
                 Name: Sydney G. Dennis

          
	
                 Title:   Director

          


    

    

    

    

    
      S-7

      
        


      

    

    

    

    	
            ROYAL BANK OF CANADA,

          
	
            as Co-Documentation Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Jim Allred

          
	
                 Name: Jim Allred

          
	
                 Title:   Authorized Signatory

          


    

    

    

    

    
      S-8

      
        


      

    

    

    

    	
            THE BANK OF NOVA SCOTIA,

          
	
             HOUSTON BRANCH,

          
	
            as Co-Documentation Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Joe Lattanzi

          
	
                 Name: Joe Lattanzi

          
	
                 Title:   Managing Director

          


    

    

    

    

    
      S-9

      
        


      

    

    

    

    	
            SUMITOMO MITSUI BANKING CORP.,

          
	
            as Co-Documentation Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Michael Maguire

          
	
                 Name: Michael Maguire

          
	
                 Title:   Executive Director

          


    

    

    

    

    
      S-10

      
        


      

    

    

    

    	
            THE TORONTO-DOMINION BANK,

          
	
             NEW YORK BRANCH,

          
	
            as Co-Documentation Agent and a Lender

          
	 
	 
	
            By:

          	
            /s/ Michael Borowiecki

          
	
                 Name: Michael Borowiecki

          
	
                 Title:   Authorized Signatory

          


    

    

    

    

    
      S-11

      
        


      

    

    

    

    	
            BANK OF AMERICA, N.A., a Lender

          
	 
	 
	
            By:

          	
            /s/ Alia Qaddumi

          
	
                 Name: Alia Qaddumi

          
	
                 Title:   Director

          


    

    

    

    

    
      S-12

      
        


      

    

    

    

    	
            BMO HARRIS BANK, N.A., a Lender

          
	 
	 
	
            By:

          	
            /s/ Kevin Utsey

          
	
                 Name: Kevin Utsey

          
	
                 Title:   Managing Director

          


    

    

    

    

    
      S-13

      
        


      

    

    

    

    	
            BBVA USA, a Lender

          
	 
	 
	
            By:

          	
            /s/ Mark H. Wolf

          
	
                 Name: Mark H. Wolf

          
	
                 Title:   Senior Vice President

          


    

    

    

    

    
      S-14

      
        


      

    

    

    

    	
            CREDIT AGRICOLE CORPORATE AND

          
	
             INVESTMENT BANK, a Lender

          
	 
	 
	
            By:

          	
            /s/ Page Dillehunt

          
	
                 Name: Page Dillehunt

          
	
                 Title:   Managing Director

          
	 
	
            By:

          	
            /s/ Michael Willis

          
	
                 Name: Michael Willis

          
	
                 Title:   Managing Director

          


    

    

    

    

    
      S-15

      
        


      

    

    

    

    	
            CREDIT SUISSE AG, CAYMAN ISLANDS

          
	
            BRANCH, a Lender

          
	 
	 
	
            By:

          	
            /s/ Judith E. Smith

          
	
                 Name: Judith E. Smith

          
	
                 Title:   Authorized Signatory

          
	 
	 
	
            By:

          	
            /s/ Brady Bingham

          
	
                 Name: Brady Bingham

          
	
                 Title:   Authorized Signatory

          


    

    

    

    

    
      S-16

      
        


      

    

    

    

    	
            DEUTSCHE BANK AG NEW YORK BRANCH,

          
	
            a Lender

          
	 
	 
	
            By:

          	
            /s/ Ming K. Chu

          
	
                 Name: Ming K. Chu

          
	
                 Title:   Director

          
	 
	 
	
            By:

          	
            /s/ Virginia Cosenza

          
	
                 Name: Virginia Cosenza

          
	
                 Title:   Vice President

          


    

    

    

    

    
      S-17

      
        


      

    

    

    

    	
            MORGAN STANLEY BANK, N.A., a Lender

          
	 
	 
	
            By:

          	
            /s/ Michael King

          
	
                 Name: Michael King

          
	
                 Title:   Authorized Signatory

          


    

    

    

    

    
      S-18

      
        


      

    

    

    

    	
            PNC BANK, NATIONAL ASSOCIATION,

          
	
            a Lender

          
	 
	 
	
            By:

          	
            /s/ Stephen Monto

          
	
                 Name: Stephen Monto

          
	
                 Title:   SVP

          


    

    

    

    

    
      S-19

      
        


      

    

    

    

    	
            SOCIETE GENERALE, a Lender

          
	 
	 
	
            By:

          	
            /s/ Diego Medina

          
	
                 Name: Diego Medina

          
	
                 Title:   Director

          


    

    

    

    

    
      S-20

      
        


      

    

    

    

    	
            U.S. BANK NATIONAL ASSOCIATION,

          
	
            a Lender

          
	 
	 
	
            By:

          	
            /s/ Patrick Jeffrey

          
	
                 Name: Patrick Jeffrey

          
	
                 Title:   Vice President

          


    

    

    

    

    

    

    
      S-21

      
        


      

    

    SCHEDULE 2.01

    COMMITMENTS

    	
            Lender

          	 	
            Commitment

          	 	 	
            Applicable Percentage

          	 
	
            Citibank, N.A.

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            Wells Fargo Bank, National Association

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            JPMorgan Chase Bank, N.A.

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            Mizuho Bank, Ltd.

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            MUFG BANK, Ltd.

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            SunTrust Bank

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            Barclays Bank PLC

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            Royal Bank of Canada

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            The Bank of Nova Scotia, Houston Branch

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            Sumitomo Mitsui Banking Corp.

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            The Toronto-Dominion Bank, New York Branch

          	 	
            $

          	
            75,000,000

          	 	 	 	
            5.0

          	
            %

          
	
            Bank of America, N.A.

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            BMO Harris Bank N.A.

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            BBVA USA

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            Credit Agricole Corporate and Investment Bank

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            Credit Suisse AG, Cayman Islands Branch

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            Deutsche Bank AG New York Branch

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            Morgan Stanley Bank, N.A.

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            PNC Bank, National Association

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            Société Générale

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            U.S. Bank National Association

          	 	
            $

          	
            67,500,000

          	 	 	 	
            4.5

          	
            %

          
	
            TOTAL

          	 	
            $

          	
            1,500,000,000

          	 	 	 	
            100

          	
            %

          


    

    

    

    

    

    

    

    

    
      
        


      

    

    SCHEDULE 3.05

    DISCLOSED MATTERS

    None

     

    

    

    

    
      
        


      

    

    SCHEDULE 6.06

    EXISTING RESTRICTIONS

    None

     

    

    

    

    
      
        


      

    

    EXHIBIT A

    FORM OF

    ASSIGNMENT AND ASSUMPTION

    This Assignment and Assumption (the “Assignment
          and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
      herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

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

    
      
        	
                1.

              	
                Assignor:

              	
                _______________________________

                 

              
	
                2.

              	
                Assignee:

              	
                _______________________________

              
	
                 

              	
                 

              	
                [and is an Affiliate of [identify Lender]] 1

                 

              
	
                3.

              	
                Borrower:

              	
                Enterprise Products Operating LLC

                 

              
	
                4.

              	
                Administrative Agent: Citibank, N.A., as the administrative agent under the Credit Agreement

                 

              
	
                5.

              	
                Credit Agreement:  364-Day Revolving Credit Agreement dated as of September 10,
                    2019 among Borrower, the Lenders from time to time party thereto, and the Administrative Agent.

              


      

       

    

    

    

    

    1 Select as applicable.

    
      
        


      

    

    
    6. Assigned Interest:

    

      	
               

              Facility Assigned

            	
               

              Aggregate Amount 

              of Commitment/Loans 

              for all Lenders

               

            	
               

              Amount of 

              Commitment/Loans 

              Assigned2

               

            	
               

              Percentage

                Assigned of Commitment/Loans3

               

            
	
               Revolving Credit

            	
              $

            	
              

              

            	
              $

            	
              

              

            	 	
              %

              

            


    

    7. [Trade Date: _______________________________4]

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

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

    

    
      
        	
                ASSIGNOR

              
	
                [NAME OF ASSIGNOR]

                 

                 

              
	
                By:  

              	    
	    	
                Title:

              
	
                 

                ASSIGNEE

              
	
                [NAME OF ASSIGNEE]

                 

                 

              
	
                By: 

              	   
	  	
                Title:

              


      

       

    

    

      
      [Consented to and]5
            Accepted:

          

        
        	
                CITIBANK, N.A., as

              
	
                Administrative Agent

                 

                 

              
	
                By:

              	 
	 	
                Title

              


        

        

       

    

    

    

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

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

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

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

    

    

    
      Exhibit A - Page 2

      
        


      

    

    
      [Consented to]6:

        

        

          
          	
                  ENTERPRISE PRODUCTS PARTNERS, L.P.

                   

                
	
                  By:

                	
                  Enterprise Products OLPGP, Inc.,

                
	 	
                  its Manager

                
	 	 
	 	 
	
                  By:

                	 
	 	
                  Title

                


          

          

        

          

           

         

         

         

        

      

       

      
        
 

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

    

     

    

    
      Exhibit A - Page 3

      
        


      

    

    
     

    

    ANNEX 1 to Assignment and Assumption

    STANDARD TERMS AND CONDITIONS

      FOR ASSIGNMENT AND ASSUMPTION

    1. Representations and Warranties.

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

    1.2 Assignee.  The Assignee (a) represents and warrants that (i) it has full power
        and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an
        assignee under Section 9.04(b) of the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement) as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
        thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.2 thereof, as applicable, and such other documents and information as it has deemed
        appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on
        Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by
        the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its
        own credit decisions in taking or not taking action under the loan documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the loan documents are required to be performed by it as a Lender.

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

    3. General Provisions.  This Assignment and Assumption shall be binding upon, and
        inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together 

     

      

    
      1

      
        


      

    

    shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
        telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.

    

    

    

    

    
      2

      
        


      

    

    
    EXHIBIT B

    FORM OF BORROWING REQUEST

    Dated __________

    Citibank, N.A.,

      as Administrative Agent

    __________

    __________

    Attention: __________

    Ladies and Gentlemen:

    This Borrowing Request is delivered to you by Enterprise Products Operating LLC (the “Borrower”), a Texas limited
      liability company, under Section 2.03 of the 364-Day Revolving Credit Agreement dated as of September 10, 2019 (as restated, amended, modified, supplemented and in effect, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto,
      and Citibank, N.A., as Administrative Agent.

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

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

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

    	
            Type of

            Loan

          	
            Principal

            Component of

            Loan

          	
            Interest

            Rate

          	
            Interest Period

            (if applicable)

          	
            Maturity Date 

            for

            Interest Period

             (if applicable)

          
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


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

    

       

       

      

        

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

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

      

    

    
      1

      
        


      

    

     

      

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

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

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

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

    

    

    
      

        
        	
                ENTERPRISE PRODUCTS OPERATING LLC

                 

              
	
                By:

              	
                Enterprise Products OLPGP, Inc.,

              
	 	
                its Manager

              
	 	 
	 	 
	
                By:

              	 
	 	
                Name:

                Title:

              


        

        

      

        

         

       

      

         

    

     

    

    
      2

      
        


      

    

    
    EXHIBIT C

    FORM OF

    INTEREST ELECTION REQUEST

    Dated _____________

    Citibank, N.A.,

      as Administrative Agent

    __________

    __________

    Attention: __________

    Ladies and Gentlemen:

    This irrevocable Interest Election Request (the “Request”) is delivered to you under Section 2.07 of the 364-Day Revolving
      Credit Agreement dated as of September 10, 2019 (as restated, amended, modified, supplemented and in effect from time to time, the “Credit Agreement”), by and among Enterprise Products Operating LLC, a Texas limited liability company (the “Company”),
      the Lenders party thereto (the “Lenders”), and Citibank, N.A., as Administrative Agent.

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

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

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

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

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

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

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

    

    

    

    

    

    

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

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

    3.  Complete with an amount in compliance with Section 2.08 of the Credit Agreement.

    4.  Complete with a Business Day in compliance with Section 2.08 of the Credit Agreement.

     

    

    
      1

      
        


      

    

    
       

          

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

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

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

      

        
          

            
            	
                    ENTERPRISE PRODUCTS OPERATING LLC

                     

                  
	
                    By:

                  	
                    Enterprise Products OLPGP, Inc.,

                  
	 	
                    its Manager

                  
	 	 
	 	 
	
                    By:

                  	 
	 	
                    Name:

                    Title:

                  


            

            

          

            

             

           

          

             

        

         

      

      

      

      

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

     

    

    
      2

      
        


      

    

    EXHIBIT D-1 and D-2

    FORMS OF

    OPINIONS OF COUNSEL FOR BORROWER AND EPD

     

    

     

    

     

    

     

    

    
      
        


      

    

    EXHIBIT E

    FORM OF COMPLIANCE CERTIFICATE

    The undersigned hereby certifies that he is the _______________________ of ENTERPRISE PRODUCTS OLPGP, INC. a Delaware
      corporation, manager of ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company (the “Borrower”), and that as such he is authorized to execute this certificate on behalf of the Borrower. With reference to the 364-Day Revolving Credit
      Agreement dated as of September 10, 2019 (as restated, amended, modified, supplemented and in effect from time to time, the “Agreement”), among the Borrower, Citibank, N.A., as Administrative Agent, for the lenders (the “Lenders”), which are or
      become a party thereto, and such Lenders, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified);

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

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

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

    
      

        	
                ENTERPRISE PRODUCTS OPERATING LLC

                 

              
	
                By:

              	
                Enterprise Products OLPGP, Inc.,

              
	 	
                its Manager

              
	 	 
	 	 
	
                By:

              	 
	 	
                Name:

              
	 	Title:


      

       

    

     

    

    

    

    

    
      
        


      

    

    
    EXHIBIT F

    FORM OF

    NOTE

    (364-Day Revolving Credit Facility)

    $_____________ _______, 201__

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

    This note evidences the Loans owed to the Lender under that certain 364-Day Revolving Credit Agreement dated as of
      September 10, 2019, by and among the Borrower, Citibank, N.A., individually, as Administrative Agent, and the other financial institutions parties thereto (including the Lender) (such Credit Agreement, together with all amendments or supplements
      thereto, being the “Credit Agreement”), and shall be governed by the Credit Agreement.  Capitalized terms used in this note and not defined in this note, but which
      are defined in the Credit Agreement, have the respective meanings herein as are assigned to them in the Credit Agreement.

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

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

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

     

    

    
      1

      
        


      

    

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

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

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

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

    This note shall be
        construed in accordance with and be governed by the law of the State of New York and the United States of America from time to time in effect.

    
      
        

          	
                  ENTERPRISE PRODUCTS OPERATING LLC

                   

                
	
                  By:

                	
                  Enterprise Products OLPGP, Inc.,

                
	 	
                  its Manager

                
	 	 
	 	 
	
                  By:

                	 
	 	
                  Name:

                
	 	Title:


        

         

      

    

    

    

    

    
      2

      
        


      

    

    
    SCHEDULE A

    TO

    NOTE

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

    SCHEDULE

    OF

    LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST

    

      	 	
              Amount

            	 	 	 	 	 	 
	 	
              of

            	 	
              Principal

            	
              Principal

            	 	
              Balance

            	
              Notation

            
	 	
              Interest

            	 	
              Amount of

            	
              Paid or

            	
              Interest

            	
              of

            	
              Made

            
	
              Date

            	
              Period

            	
              Rate

            	
              Loan

            	
              Prepaid

            	
              Paid

            	
              Loans

            	
              by

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            
	
              ____

            	
              ______

            	
              _____

            	
              __________

            	
              ________

            	
              _________

            	
              ________

            	
              _______

            


    

     

      

    

    

    

    

    

    
      3

      
        


      

    

    
    EXHIBIT G-1

    

      

      FORM OF U.S. TAX COMPLIANCE CERTIFICATE

    (FOREIGN LENDERS; NOT PARTNERSHIPS)

    

    

    

    

    (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

    

    

    Reference is hereby made to the 364-Day Revolving Credit Agreement dated as of September 10, 2019 (as amended, supplemented, restated, or otherwise modified from
      time to time, the “Credit Agreement”), among Enterprise Products Operating LLC, a Texas limited
      liability company (the “Borrower”), Citibank, N.A., as Administrative Agent, and the financial institutions from time to time parties thereto as Lenders.

    

    

    Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the
      Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower
      within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

    

    

    The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W-8BEN E, as
      applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall
      have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
      years preceding such payments.

    

    

    Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

    

    

    [NAME OF LENDER]

    By:

    Name:

    Title:

    Date: ________ __, 20[__]

    

    

    

    

    
      Exhibit G - 1

      
        


      

    

    EXHIBIT G-2

    

      

      FORM OF U.S. TAX COMPLIANCE CERTIFICATE

    (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS)

    

    

    

    

    (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

    

    

    Reference is hereby made to the 364-Day Revolving Credit Agreement dated as of September 10, 2019 (as amended, supplemented, restated, or otherwise modified from
      time to time, the “Credit Agreement”), among Enterprise Products Operating LLC, a Texas limited
      liability company (the “Borrower”), Citibank, N.A., as Administrative Agent, and the financial institutions from time to time parties thereto as Lenders.

    

    

    Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the
      participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of
      the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

    

    

    The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W 8BEN E, as applicable). By
      executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such
      Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

    

    

    Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

    

    

    [NAME OF PARTICIPANT]

    By:

    Name:

    Title:

    Date: ________ __, 20[__]

    

    

    

    

    
      Exhibit G - 2

      
        


      

    

    EXHIBIT G-3

    

      

      FORM OF U.S. TAX COMPLIANCE CERTIFICATE

    (FOREIGN PARTICIPANTS; PARTNERSHIPS)

    

    

    

    

    (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

    

    

    Reference is hereby made to the 364-Day Revolving Credit Agreement dated as of September 10, 2019 (as amended, supplemented, restated, or otherwise modified from
      time to time, the “Credit Agreement”), among Enterprise Products Operating LLC, a Texas limited
      liability company (the “Borrower”), Citibank, N.A., as Administrative Agent, and the financial institutions from time to time parties thereto as Lenders.

    

    

    Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
      in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect
      partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a
      ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
      the Code.

    

    

    The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
      claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or W 8BEN E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W 8BEN E, as applicable) from each of such partner’s/member’s beneficial owners that is
      claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have
      at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

    

    

    Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

    

    

    [NAME OF PARTICIPANT]

    By:

    Name:

    Title:

    Date: ________ __, 20[__]

    

    

    
      Exhibit G - 3

      
        


      

    

    
    EXHIBIT G-4

    

      

      FORM OF U.S. TAX COMPLIANCE CERTIFICATE

    (FOREIGN LENDERS; PARTNERSHIPS)

    

    

    

    

    (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

    

    

    Reference is hereby made to the 364-Day Revolving Credit Agreement dated as of September 10, 2019 (as amended, supplemented, restated, or otherwise modified from
      time to time, the “Credit Agreement”), among Enterprise Products Operating LLC, a Texas limited
      liability company (the “Borrower”), Citibank, N.A., as Administrative Agent, and the financial institutions from time to time parties thereto as Lenders.

    

    

    Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
      well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii)
      with respect to the extension of credit pursuant to this Credit Agreement or any other loan document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in
      the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the
      Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

    

    

    The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its
      partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or W 8BEN E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W 8BEN E, as applicable) from each of such partner’s/member’s
      beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the
      Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to
      the undersigned, or in either of the two calendar years preceding such payments.  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

    

    

    [NAME OF LENDER]

    By:

    Name:

    Title:

    Date: ________ __, 20[__]

     

    

    

    

  

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