exv10w1



 







Exhibit 10.1




AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




dated as of




November 19, 2007




among




ENTERPRISE PRODUCTS OPERATING LLC




The Lenders Party Hereto




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent




CITIBANK, N.A. and JPMORGAN CHASE BANK,

as Co-Syndication Agents




MIZUHO CORPORATE BANK, LTD., SUNTRUST BANK, and

THE BANK OF NOVA SCOTIA

as Co-Documentation Agents




 






WACHOVIA CAPITAL MARKETS, LLC,

CITIGROUP GLOBAL MARKETS INC. and JPMORGAN CHASE SECURITIES, INC.,

as Joint Lead Arrangers and Joint Book Runners




$1,750,000,000 5-Year Revolving Credit Facility





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I Definitions

	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01. Defined Terms

	 	 	1	 
	SECTION 1.02. Classification of Loans and Borrowings

	 	 	20	 
	SECTION 1.03. Terms Generally

	 	 	20	 
	SECTION 1.04. Accounting Terms; GAAP

	 	 	21	 
	 
	 	 	 	 
	ARTICLE II The Credits

	 	 	21	 
	 
	 	 	 	 
	SECTION 2.01. Commitments

	 	 	21	 
	SECTION 2.02. Loans and Borrowings

	 	 	22	 
	SECTION 2.03. Requests for Revolving Borrowings

	 	 	23	 
	SECTION 2.04. Competitive Bid Procedure

	 	 	24	 
	SECTION 2.05. Swingline Loans

	 	 	26	 
	SECTION 2.06. Letters of Credit

	 	 	27	 
	SECTION 2.07. Funding of Borrowings

	 	 	31	 
	SECTION 2.08. Interest Elections

	 	 	31	 
	SECTION 2.09. Termination and Reduction of Commitments

	 	 	32	 
	SECTION 2.10. Repayment of Loans; Evidence of Debt

	 	 	33	 
	SECTION 2.11. Prepayment of Loans

	 	 	34	 
	SECTION 2.12. Fees

	 	 	34	 
	SECTION 2.13. Interest

	 	 	35	 
	SECTION 2.14. Alternate Rate of Interest

	 	 	36	 
	SECTION 2.15. Illegality; Increased Costs 

	 	 	37	 
	SECTION 2.16. Break Funding Payments

	 	 	38	 
	SECTION 2.17. Taxes

	 	 	39	 
	SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs

	 	 	 40	 
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders

	 	 	41	 
	SECTION 2.20. Separateness

	 	 	42	 
	 
	 	 	 	 
	ARTICLE III Representations and Warranties 

	 	 	43	 
	 
	 	 	 	 
	SECTION 3.01. Organization; Powers

	 	 	43	 
	SECTION 3.02. Authorization; Enforceability

	 	 	43	 
	SECTION 3.03. Governmental Approvals; No Conflicts

	 	 	43	 
	SECTION 3.04. Financial Condition; No Material Adverse Change

	 	 	43	 
	SECTION 3.05. Litigation and Environmental Matters

	 	 	44	 
	SECTION 3.06. Compliance with Laws

	 	 	44	 
	SECTION 3.07. Investment Company Status

	 	 	44	 
	SECTION 3.08. Taxes

	 	 	44	 
	SECTION 3.09. ERISA

	 	 	44	 
	SECTION 3.10. Disclosure

	 	 	45	 
	SECTION 3.11. Subsidiaries

	 	 	45	 
	SECTION 3.12. Margin Securities

	 	 	45	 
	 
	 	 	 	 
	ARTICLE IV Conditions

	 	 	45	 
	 
	 	 	 	 
	SECTION 4.01. Effective Date

	 	 	45	 
	SECTION 4.02. Each Credit Event

	 	 	46	 
	 
	 	 	 	 
	ARTICLE V Affirmative Covenants

	 	 	47	 





 i







 









 





	 	 	 	 	 
	SECTION 5.01. Financial Statements and Other Information

	 	 	47	 
	SECTION 5.02. Notices of Material Events

	 	 	48	 
	SECTION 5.03. Existence; Conduct of Business

	 	 	48	 
	SECTION 5.04. Maintenance of Properties; Insurance

	 	 	48	 
	SECTION 5.05. Books and Records; Inspection Rights

	 	 	48	 
	SECTION 5.06. Compliance with Laws

	 	 	49	 
	SECTION 5.07. Use of Proceeds and Letters of Credit

	 	 	49	 
	SECTION 5.08. Environmental Matters

	 	 	49	 
	SECTION 5.09. ERISA Information

	 	 	49	 
	SECTION 5.10. Taxes

	 	 	49	 
	 
	 	 	 	 
	ARTICLE VI Negative Covenants

	 	 	50	 
	 
	 	 	 	 
	SECTION 6.01. Indebtedness

	 	 	50	 
	SECTION 6.02. Liens

	 	 	51	 
	SECTION 6.03. Fundamental Changes

	 	 	51	 
	SECTION 6.04. Investment Restriction

	 	 	51	 
	SECTION 6.05. Restricted Payments

	 	 	52	 
	SECTION 6.06. Restrictive Agreements

	 	 	52	 
	SECTION 6.07. Financial Condition Covenants

	 	 	53	 
	 
	 	 	 	 
	ARTICLE VII Events of Default

	 	 	54	 
	 
	 	 	 	 
	ARTICLE VIII The Administrative Agent

	 	 	57	 
	 
	 	 	 	 
	ARTICLE IX Miscellaneous

	 	 	59	 
	 
	 	 	 	 
	SECTION 9.01. Notices

	 	 	59	 
	SECTION 9.02. Waivers; Amendments

	 	 	60	 
	SECTION 9.03. Expenses; Indemnity; Damage Waiver

	 	 	61	 
	SECTION 9.04. Successors and Assigns

	 	 	62	 
	SECTION 9.05. Survival

	 	 	64	 
	SECTION 9.06. Counterparts; Integration; Effectiveness

	 	 	65	 
	SECTION 9.07. Severability

	 	 	65	 
	SECTION 9.08. Right of Setoff

	 	 	65	 
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process

	 	 	65	 
	SECTION 9.10. Waiver of Jury Trial

	 	 	66	 
	SECTION 9.11. Headings

	 	 	66	 
	SECTION 9.12. Confidentiality

	 	 	66	 
	SECTION 9.13. Interest Rate Limitation

	 	 	67	 
	SECTION 9.14. Liability of Manager

	 	 	67	 
	SECTION 9.15. USA Patriot Act Notice

	 	 	67	 
	SECTION 9.16. Existing Credit Facility

	 	 	67	 






ii




 









 






	 
	SCHEDULES:

	 

	Schedule 1.01 — Existing Letters of Credit

	Schedule 2.01 — Commitments

	Schedule 3.05 — Disclosed Matters

	Schedule 3.11 — Subsidiaries

	Schedule 6.01 — Existing Indebtedness

	Schedule 6.06 — Existing Restrictions

	 

	EXHIBITS:

	 

	Exhibit A — Form of Assignment and Acceptance

	Exhibit B — Form of Borrowing Request

	Exhibit C — Form of Competitive Bid Request

	Exhibit D — Form of Interest Election Request

	Exhibit E-1 — Form of Opinion of Richard Bachmann,
in-house counsel for Borrower and EPD

	Exhibit E-2 — Form of Opinion of Bracewell & Giuliani LLP,
Borrower’s and EPD’s Counsel

	Exhibit F — Form of Compliance Certificate

	Exhibit G — Form of Revolving Loan Note

	Exhibit H — Form of Competitive Loan Note

	Exhibit I — Form of Swingline Loan Note







iii




 









 








     AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 19, 2007, among
ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company; the LENDERS party hereto;
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender;
CITIBANK, N.A. and JPMORGAN CHASE BANK, as Co-Syndication Agents; and MIZUHO CORPORATE BANK, LTD.,
SUNTRUST BANK and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents.



W I T N E S S E T H




     Borrower, Wachovia Bank, National Association, as administrative agent, and other agents and
lenders are parties to the Existing Credit Facility, and Borrower, Administrative Agent and Lenders
desire to amend and restate the Existing Credit Facility and renew and extend the Indebtedness
under the Existing Credit Facility as set forth herein.



     In consideration of the mutual covenants and agreements contained herein and in consideration
of the Loans which may hereafter be made by Lenders and the Letters of Credit which may be made
available by Issuing Bank 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 Wachovia Bank, National Association, 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 Amended and Restated Credit Agreement dated November 19, 2007,
among Enterprise Products Operating LLC, a Texas limited liability company; the Lenders party
hereto; and Wachovia Bank, National Association, as Administrative Agent, Issuing Bank and
Swingline Lender; as amended, extended or otherwise modified from time to time.



     “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of
(a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or
the



1









 




Federal Funds Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.




     “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 Revolving Loans have been
converted to Term Loans pursuant to Section 2.01(d), 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 Revolving 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” or “Facility Fee Rate”, as the case may be, based upon
the ratings by Moody’s, S&P or Fitch, respectively, applicable on such date to the Index Debt:.



	 	 	 	 	 	 	 	 	 
	Index Debt Ratings:	 	 	 	 
	(Moody’s/S&P/Fitch)	 	Eurodollar Spread*	 	Facility Fee Rate
	Category 1 3 A3/A-/A-
	 	 	0.210	%	 	 	0.065	%
	Category 2 Baa1/BBB+/BBB+
	 	 	0.270	%	 	 	0.080	%
	Category 3 Baa2/BBB/BBB
	 	 	0.350	%	 	 	0.100	%
	Category 4 Baa3/BBB-/BBB-
	 	 	0.500	%	 	 	0.125	%
	Category 5 < Baa3/BBB-/BBB-
	 	 	0.575	%	 	 	0.175	%








 




			
	*	 	provided, the applicable Eurodollar Spread shall be increased by 0.100% per annum
on each day that (i) the total Revolving Credit Exposures plus (ii) the aggregate
principal amount of outstanding Competitive Loans exceeds (iii) fifty percent (50%)
of the total Commitments; provided, further, upon the conversion of the
Revolving Loans to Term Loans pursuant to Section 2.01(d): (A) the applicable Eurodollar
Spread shall be increased by 0.125% per annum and (B) (i) if immediately prior to such
conversion the total Revolving Credit Exposures plus (ii) the aggregate principal
amount of outstanding Competitive Loans exceeds (iii) fifty percent (50%) of the
total Commitments, the applicable Eurodollar Spread with respect to such Term Loans shall be
increased by an additional 0.10% per annum.





     For purposes of the foregoing, (i) if only one of Moody’s, S&P and Fitch 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), or if only two of Moody’s, S&P and Fitch shall have in effect a rating for the Index
Debt, and such ratings fall within the same Category, then the other two rating agencies, or other
rating agency, shall be deemed to have established a rating in the same Category as such agency or
agencies; (ii) if only two of Moody’s, S&P and Fitch 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 ratings by,
such rating agencies, as referred to in the last sentence of this paragraph), and such ratings
shall



2









 




fall within different Categories, the Applicable Rate shall be based on the higher of the two
ratings; (iii) if each of Moody’s, S&P and Fitch 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 (x)
the majority rating, if two of such ratings fall within the same Category, or (y) the middle
rating, if all three of such ratings fall within different Categories, (iv) if the ratings
established or deemed to have been established by Moody’s, S&P and/or Fitch for the Index Debt
shall be changed (other than as a result of a change in the rating system of Moody’s, S&P or
Fitch), 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 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, S&P or Fitch shall
change, or if any 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.




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



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



     “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.



     “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 (a) Revolving 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, (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date
and as to which a single Interest Period is in effect or (c) a Swingline Loan.



3









 





     “Borrowing Request” means a request by the Borrower for a Revolving 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.



     “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.



     “CERCLA” means the Comprehensive Environmental, Response, Compensation, and Liability
Act of 1980, as amended.



     “Change in Control” means the occurrence of any of the following events:




     (i) Continuing Directors cease for any reason to constitute collectively a majority of
the members of the board of directors of Manager or GP LLC then in office;




     (ii) any Person or related Persons constituting a group (as such term is used in Rule
13d-5 under the Securities Exchange Act of 1934, as amended) obtains direct or indirect
beneficial ownership interest in the Manager or GP LLC greater than the direct or indirect
beneficial ownership interests of EPCO and its Affiliates in the Manager or GP LLC; or




     (iii) Manager and EPD shall cease to own, directly or indirectly, all of the Equity
Interests (including all securities which are convertible into Equity Interests) of
Borrower.


As used herein, “Continuing Director” means any member of the board of directors of Manager
or GP LLC, respectively, who (x) is a member of such board of directors as of the date hereof or is
specified in EPD’s filings with the SEC filings prior to the date hereof as a Person who is to
become a member of such board as of the Effective Date, or (y) was nominated for election or
elected to such board of directors with the approval of a majority of the Continuing Directors who
were members of such board at the time of such nomination or election.




     “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending
office of such Lender or by such Lender’s or the Issuing Bank’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.



4









 





     “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans, Competitive Loans or Swingline Loans.



     “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
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder,
expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit
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 Acceptance pursuant to which such Lender shall
have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’
Commitments is $1,750,000,000.



     “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.



     “Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance
with Section 2.04.



     “Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the
Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.



     “Competitive Bid Request” means a request by the Borrower for Competitive Bids in
accordance with Section 2.04, and being in the form of attached Exhibit C.



     “Competitive Loan” means a Loan made pursuant to Section 2.04.



     “Consolidated EBITDA” means for any period, the sum of (a) the consolidated net income
of the Borrower and its consolidated Subsidiaries (excluding Project Finance Subsidiaries) for such
period plus, to the extent deducted in determining consolidated net income for such period, the
aggregate amount of (i) Consolidated Interest Expense, (ii) income or gross receipts tax (or
franchise tax or margin tax in the nature of an income or gross receipts tax) expense and (iii)
depreciation and amortization expense, minus (b) equity in earnings from unconsolidated
subsidiaries of the Borrower to the extent included therein, plus (c) the amount of cash
dividends or distributions payable with respect to such period by a Project Finance Subsidiary, DEP
or an unconsolidated subsidiary which are actually received by the Borrower or a Subsidiary (other
than a Project Finance Subsidiary) during such period or on or prior to the date the financial
statements with respect to such period referred to in Section 5.01 are required to be delivered by
the Borrower, plus (d) the amount of all payments during such period on leases of the type referred
to in clause (d) of the definition herein of Indebtedness and the amount



5









 




of all payments during such period under other off-balance sheet loans and financings of the
type referred to in such clause (d), minus (e) the amount of any cash dividends, repayments
of loans or advances, releases or discharges of guarantees or other obligations or other transfers
of property or returns of capital previously received by the Borrower or a Subsidiary (other than a
Project Finance Subsidiary) from a Project Finance Subsidiary that during such period were either
(x) recovered pursuant to recourse provisions with respect to a Project Financing at such Project
Finance Subsidiary or (y) reinvested by the Borrower or a Subsidiary in such Project Finance
Subsidiary.




     “Consolidated Indebtedness” means the Indebtedness of the Borrower and its
consolidated Subsidiaries (excluding Project Finance Subsidiaries) including, without duplication,
guaranties of funded debt, determined on a consolidated basis as of such date.



     “Consolidated Interest Expense” means for any period, the interest expense of the
Borrower and its consolidated Subsidiaries (excluding Project Finance Subsidiaries), determined on
a consolidated basis for such period.



     “Consolidated Net Tangible Assets” means, at any date of determination, the total
amount of assets of EPD and its consolidated subsidiaries after deducting therefrom:



     (a) all current liabilities (excluding (A) any current liabilities that by their terms are
extendable or renewable at the option of the obligor thereon to a time more than 12 months after
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.



6









 





     “DEP” means Duncan Energy Partners L.P., a Delaware limited partnership.



     “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.05.



     “dollars” or “$” refers to lawful money of the United States of America.



     “Effective Date” means the date on or prior to November 30, 2007 specified in the
notice referred to in the last sentence of Section 4.01.



     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.



     “EPCO” means EPCO, Inc., a Texas corporation.



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



     “EPD Guaranty Agreement” means an agreement executed by EPD in form and substance
satisfactory to the Administrative Agent guaranteeing, unconditionally, payment of any principal of
or interest on the Loans, any reimbursement obligations in respect of any LC Disbursement or any
other amount payable under this Agreement, when and as the same shall become due and payable.



     “Equity Interest” means shares of the capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity interests
in any Person, or any warrants, options or other rights to acquire such interests.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.



     “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-



7









 




day notice period is waived); (b) the failure by a Plan to satisfy the minimum funding
standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code (Section 412(c) of the Code for Plan years beginning
after December 31, 2007) or Section 303(d) of ERISA (Section 302(c) of ERISA for Plan years
beginning after December 31, 2007) of an application for a waiver of the minimum funding standard
with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by
the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or
a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.




     “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 the
LIBO Rate.



     “Eurodollar Rate Reserve Percentage” of any Lender for any Interest Period for each
Revolving 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, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income
by the United States of America, by any state thereof or the District of Columbia or by the
jurisdiction under the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending office is located, (b)
any branch profits taxes imposed by the United States of America, any state thereof or the District
of Columbia or any similar tax imposed by any other jurisdiction in which the Administrative Agent,
such Lender or such other recipient is located and (c) in the case of a Foreign Lender (other than
an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that
is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office) or is attributable to such Foreign
Lender’s failure to comply with Section 2.17(e).



8









 





     “Existing Letters of Credit” means the outstanding letters of credit issued by
Wachovia Bank, National Association, for the account of the Borrower under the Existing Credit
Facility prior to the Effective Date and listed on Schedule 1.01.



     “Existing Credit Facility” means the revolving credit facility of the Borrower under
that certain Multi-Year Revolving Credit Agreement dated as of August 25, 2004, among the Borrower
(successor-in-interest to Enterprise Products Operating L.P., a Delaware limited partnership),
Wachovia Bank, National Association, as Administrative Agent, and the lenders party thereto,
together with any and all amendments and supplements thereto.



     “Federal Funds Effective Rate” means, for any day, the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business Day, the average
of the quotations for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.



     “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower.



     “Fitch” means Fitch, Inc.



     “Fixed Rate” means, with respect to any Competitive Loan (other than a Eurodollar
Competitive Loan), the fixed rate of interest per annum specified by the Lender making such
Competitive Loan in its related Competitive Bid.



     “Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than the United States of America, any state thereof or the District of Columbia.



     “GAAP” means generally accepted accounting principles in the United States of America.



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



     “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.



     “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of)
any security for the payment thereof, (b) to purchase or lease property, securities or services for
the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof,
(c) to



9









 




maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation; provided, that the term
Guarantee shall not include endorsements for collection or deposit in the ordinary course of
business.




     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature, in each case
regulated pursuant to any Environmental Law.



     “Hedging Agreement” means a financial instrument or security which is used as a cash
flow or fair value hedge to manage the risk associated with a change in interest rates, foreign
currency exchange rates or commodity prices.



     “Hybrid Securities” means any trust preferred securities, or deferrable interest
subordinated debt with a maturity of at least 20 years, which provides for the optional or
mandatory deferral of interest or distributions, issued by the Borrower, or any business trusts,
limited liability companies, limited partnerships or similar entities (i) substantially all of the
common equity, general partner or similar interests of which are owned (either directly or
indirectly through one or more wholly owned Subsidiaries) at all times by the Borrower or any of
its Subsidiaries, (ii) that have been formed for the purpose of issuing hybrid securities or
deferrable interest subordinated debt, and (iii) substantially all the assets of which consist of
(A) subordinated debt of the Borrower or a Subsidiary of the Borrower, and (B) payments made from
time to time on the subordinated debt.



     “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for the repayment of money borrowed which are or should be shown on a balance sheet as debt
in accordance with GAAP, (b) obligations of such Person as lessee under leases which, in accordance
with GAAP, are capital leases, (c) guaranties of such Person of payment or collection of any
obligations described in clauses (a) and (b) of other Persons; and (d) all obligations of such
Person under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing if the obligation under such synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing, as the case may be, is
considered indebtedness for borrowed money for tax purposes but is classified as an operating lease
in accordance with GAAP; provided, that (i) clauses (a) and (b) include, in the case of
obligations of the Borrower or any Subsidiary, only such obligations as are or should be shown as
debt or capital lease liabilities on a consolidated balance sheet of the Borrower in accordance
with GAAP, (ii) clause (c) includes, in the case of guaranties granted by the Borrower or any
Subsidiary, only such guaranties of obligations of another Person that are or should be shown as
debt or capital lease liabilities on a consolidated balance sheet of such Person in accordance with
GAAP, and (iii) the liability of any Person as a general partner of a partnership for Indebtedness
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.



10









 





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



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



     “Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline
Loan), the last day of each March, June, September and December, (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, (c) with respect to any Fixed Rate 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 Fixed Rate Borrowing
with an Interest Period of more than 90 days’ duration (unless otherwise specified in the
applicable Competitive Bid Request), each day that occurs an integral multiple of 90 days after the
first day of such Interest Period, and any other dates that are specified in the applicable
Competitive Bid Request as Interest Payment Dates with respect to such Borrowing, and (d) with
respect to any Swingline Loan, the day that such Loan is required to be repaid.



     “Interest Period” means (a) 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, two, three or six months (and, if available to all Lenders, 12 months)
thereafter, as the Borrower may elect, and (b) with respect to any Fixed Rate Borrowing, the period
(which shall not be less than seven (7) days or more than 180 days) commencing on the date of such
Borrowing and ending on the date specified in the applicable Competitive Bid Request;
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 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 Revolving Borrowing,
thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.



     “Issuing Bank” means Wachovia Bank, National Association, in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.06(i); provided, that, for purposes of the Existing Letters of Credit,
the term “Issuing Bank” shall mean Wachovia Bank, National Association, in its capacity as issuer
of the Existing Letters of Credit under the Existing Credit Facility. The Issuing Bank may arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank if the Borrower
(in its sole discretion) approves such arrangement in writing, in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.
Administrative Agent may, with the consent of the Borrower and the Lender in question, appoint any
Lender hereunder as Issuing Bank in place of or in addition to Wachovia Bank, National Association.



11









 





     “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



     “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Acceptance or pursuant to Section 2.01(b),
other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance or pursuant to Section 2.01(c). Unless the context otherwise requires, the term
“Lenders” includes the Swingline Lender.



     “Letter of Credit” means, collectively, the Existing Letters of Credit and any letter
of credit issued pursuant to this Agreement.



     “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
(a) the rate per annum appearing on Page 3750 of the Bridge Telerate Service (formerly Dow Jones
Market Service) (or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time to time for purposes
of providing quotations of interest rates applicable to dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest
Period; (b) if for any reason the rate specified in clause (a) of this definition does not so
appear on Page 3750 of the Bridge Telerate Service (or any successor or substitute page or any such
successor to or substitute for such Service), the rate per annum appearing on Reuters Screen LIBO
page (or any successor or substitute page) as the London interbank offered rate for deposits in
dollars at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period for a maturity comparable to such Interest Period; and (c) if the rate
specified in clause (a) of this definition does not so appear on Page 3750 of the Bridge Telerate
Service (or any successor or substitute page or any such successor to or substitute for such
Service) and if no rate specified in clause (b) of this definition so appears on Reuters Screen
LIBO page (or any successor or substitute page), the 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 Business Days
prior to the commencement of such Interest Period.



     “LIBOR Market Index Rate” means, for any day, with respect to any LMIR Borrowing or
LMIR Loan (a) the rate per annum appearing on Page 3750 of the Bridge Telerate Service (formerly
Dow Jones Market Service) (or on any successor or substitute page of such Service, or any successor
to or substitute for such Service, providing rate quotations comparable to those currently provided
on such page of such Service, as determined by the Swingline Lender from time to time for purposes
of providing quotations of interest rates applicable to dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time for such day, provided, if such day is not a
Business Day, the immediately preceding Business Day, as the rate for dollar deposits with a
one-month maturity; (b) if for any reason the rate specified in clause (a) of this



12









 




definition does not so appear on Page 3750 of the Bridge Telerate Service (or any successor or
substitute page or any such successor to or substitute for such Service), the rate per annum
appearing on Reuters Screen LIBO page (or any successor or substitute page) as the London interbank
offered rate for deposits in dollars at approximately 11:00 a.m., London time, for such day,
provided, if such day is not a Business Day, the immediately preceding Business Day, for a
one-month maturity; and (c) if the rate specified in clause (a) of this definition does not so
appear on Page 3750 of the Bridge Telerate Service (or any successor or substitute page or any such
successor to or substitute for such Service) and if no rate specified in clause (b) of this
definition so appears on Reuters Screen LIBO page (or any successor or substitute page), the
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 funds in the London interbank market at approximately 11:00 a.m., London
time, for such day.




     “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”.



     “LMIR”, 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 LIBOR
Market Index Rate.



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



     “Manager” means Enterprise Products OLPGP, Inc., a Delaware corporation.



     “March 15, 2000 Indenture” means that certain Indenture dated as of March 15, 2000,
among the Borrower, EPD and Wachovia Bank, National Association, f/k/a First Union National Bank,
as Trustee.



     “Margin” means, with respect to any Competitive Loan bearing interest at a rate based
on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO
Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making
such Loan in its related Competitive Bid.



     “Material Adverse Change” means a material adverse change, from that in effect on
December 31, 2006, 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.



13









 





     “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), of any one or more of the Borrower and its Subsidiaries (other than Project Finance
Subsidiaries) in an aggregate principal amount exceeding $25,000,000.



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



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



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



     (B) beginning with the first full fiscal quarter following the Commercial Operation Date of a
Material Project and for the two immediately succeeding fiscal quarters, an amount to be approved
by the Administrative Agent as the projected Consolidated EBITDA of Borrower and its Subsidiaries
attributable to such Material Project (determined in the same manner as set forth in clause (A)
above) for the balance of the four full fiscal quarter period following such Commercial Operation
Date, which may, at the Borrower’s option, be added to actual Consolidated EBITDA for the Borrower
and its Subsidiaries for such fiscal quarters.



     Notwithstanding the foregoing:



     (i) no such additions shall be allowed with respect to any Material Project unless:




     (a) not later than 30 days prior to the delivery of any certificate required by the
terms and provisions of Section 5.01(e) to the extent Material Project EBITDA Adjustments
will be made to Consolidated EBITDA in determining compliance with



14









 







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 fifth anniversary of the Effective Date, as may be extended
pursuant to Section 2.01(c); provided, if the Borrower has elected the Term-Out option in
accordance with Section 2.01(d), “Maturity Date” shall mean the date that is 364
days after the Maturity Date in effect immediately prior to such election (such date, the “Term
Loan Maturity Date”).



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



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



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



     “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or registration of, or otherwise with respect to, this Agreement.



     “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



15









 




municipality or public authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any
property;




     (c) liens for taxes and assessments which are (i) for the then current year, (ii) not at the
time delinquent, or (iii) delinquent but the validity or amount of which is being contested at the
time by the Borrower, any Subsidiary or EPD in good faith by appropriate proceedings;



     (d) liens of, or to secure performance of, leases, other than capital leases, or any lien
securing industrial development, pollution control or similar revenue bonds;



     (e) any lien upon property or assets acquired or sold by the Borrower, any Subsidiary or EPD
resulting from the exercise of any rights arising out of defaults on receivables;



     (f) any lien in favor of the Borrower, any Subsidiary or EPD; or any lien upon any property or
assets of the Borrower, any Subsidiary or EPD permitted under the March 15, 2000 Indenture, or any
replacement indenture containing similar terms and conditions with respect thereto;



     (g) any lien in favor of the United States of America or any state thereof, or any department,
agency or instrumentality or political subdivision of the United States of America or any state
thereof, to secure partial, progress, advance, or other payments pursuant to any contract or
statute, or any debt incurred by the Borrower, any Subsidiary or EPD for the purpose of financing
all or any part of the purchase price of, or the cost of constructing, developing, repairing or
improving, the property or assets subject to such lien;



     (h) any lien incurred in the ordinary course of business in connection with workmen’s
compensation, unemployment insurance, temporary disability, social security, retiree health or
similar laws or regulations or to secure obligations imposed by statute or governmental
regulations;



     (i) liens in favor of any Person to secure obligations under provisions of any letters of
credit, bank guarantees, bonds or surety obligations required or requested by any governmental
authority in connection with any contract or statute; or any lien upon or deposits of any assets to
secure performance of bids, trade contracts, leases or statutory obligations;



     (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




16











 




extent such lien is created by security documents existing at the time such Person becomes a
Subsidiary and not added to such security documents in contemplation thereof;




     (l) liens imposed by law or order as a result of any proceeding before any court or regulatory
body that is being contested in good faith, and liens which secure a judgment or other
court-ordered award or settlement as to which the Borrower, the applicable Subsidiary or EPD has
not exhausted its appellate rights;



     (m) any extension, renewal, refinancing, refunding or replacement (or successive extensions,
renewals, refinancing, refunding or replacements) of liens, in whole or in part, referred to in
clauses (a) through (l) above; provided, however, that any such extension, renewal, refinancing,
refunding or replacement lien shall be limited to the property or assets covered by the lien
extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such
extension, renewal, refinancing, refunding or replacement lien shall be in an amount not greater
than the amount of the obligations secured by the lien extended, renewed, refinanced, refunded or
replaced and any expenses of the Borrower, its Subsidiaries and EPD (including any premium)
incurred in connection with such extension, renewal, refinancing, refunding or replacement; or



     (n) any lien resulting from the deposit of moneys or evidence of indebtedness in trust for the
purpose of defeasing debt of the Borrower, any Subsidiary or EPD;.



     “Permitted Sale/Leaseback Transactions” means any Sale/Leaseback Transaction:



     (a) which occurs within one year from the date of completion of the acquisition of the
Principal Property subject thereto or the date of the completion of construction, development or
substantial repair or improvement, or commencement of full operations on such Principal Property,
whichever is later; or



     (b) involves a lease for a period, including renewals, of not more than three years; or



     (c) the Borrower, any Subsidiary or EPD would be entitled to incur Indebtedness, in a
principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback
Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction 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)


17









 






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 Wachovia Bank, National Association as its prime rate in effect at its principal office in
Charlotte, North Carolina. Each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.



     “Principal Property” means whether owned or leased on the date hereof or thereafter
acquired:



     (a) any pipeline assets of the Borrower, any Subsidiary or EPD, including any related
facilities employed in the transportation, distribution, storage or marketing of refined petroleum
products, natural gas liquids, and petrochemicals, that are located in the United States of America
or any territory or political subdivision thereof; and



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



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




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




     (ii) any such assets, plant or terminal which, in the opinion of the Board of Directors
(as defined in the March 15, 2000 Indenture), is not material in relation to the activities
of the Borrower or of EPD and its subsidiaries taken as a whole.



     “Program” means the buy-back program initiated by EPD whereby EPD or the Borrower may
after September 30, 2007 buy back up to the greater of (i) 2,000,000 publicly held Common Units or
(ii) the number of publicly held Common Units the aggregate purchase price of which is $80,000,000.



     “Project Financing” means Indebtedness incurred by a Project Finance Subsidiary to
finance the acquisition or construction of any asset or project which Indebtedness does not permit
or provide for recourse against the Borrower or any of its Subsidiaries (other than any Project
Finance Subsidiary) and other than recourse that consists of rights to recover dividends paid by
such Project Finance Subsidiary.



18









 





     “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.



     “Reference Banks” means Wachovia Bank, National Association, JPMorgan Chase Bank and
Citibank, N.A.



     “Register” has the meaning set forth in Section 9.04(c).



     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.



     “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and
unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures
and unused Commitments at such time; provided that, for purposes of declaring the
Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become
due and payable pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be added to their respective Revolving Credit Exposures and
to the total Revolving Credit Exposures in determining the Required Lenders; provided,
further, if the Revolving Loans have been converted to Term Loans pursuant to Section
2.01(d), 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.



     “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline
Exposure at such time.



     “Revolving Loan” means a Loan made pursuant to Section 2.03.



     “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.



     “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).



19









 





     “Subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests, are, as of such date, owned, controlled or held by the parent and one or
more subsidiaries of the parent; provided, notwithstanding the foregoing, neither DEP nor
any of its Subsidiaries shall constitute or be deemed to be a Subsidiary of the Borrower or any of
its Subsidiaries.



     “Swingline Exposure” means, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall
be its Applicable Percentage of the total Swingline Exposure at such time.



     “Swingline Lender” means Wachovia Bank, National Association, in its capacity as
lender of Swingline Loans hereunder.



     “Swingline Loan” means a Loan made pursuant to Section 2.05.



     “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(d).



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



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



     “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 the
LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO
Rate or a Fixed Rate.



     “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.



     SECTION 1.02. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or
by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a
“Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type
(e.g., a “Eurodollar Revolving 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 masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without



20









 




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 such notice
shall have been withdrawn or such provision amended in accordance herewith; and (ii) for purposes
of Section 6.07, GAAP, as in effect on September 30, 2007.



ARTICLE II




The Credits




     SECTION 2.01. Commitments. (a) Subject to the terms and conditions set forth
herein, each Lender agrees to make Revolving 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
Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Revolving
Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans 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 Revolving 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 $2,250,000,000, and (iii) no Lender’s Commitment shall be increased without such Lender’s
consent.



21









 





     (c) Prior to the exercise by Borrower of the Term-Out option, the Borrower may make requests
for one-year extensions of the Maturity Date by delivering a written request for same to the
Administrative Agent no earlier than 30 days prior to the first anniversary of the Effective Date
and no later than 30 days prior to the Maturity Date (or previously extended Maturity Date pursuant
hereto). Any such extension shall be effective if (i) consented to by Required Lenders within
thirty (30) days after such request, (ii) on the Maturity Date as it existed immediately before
such extension (A) the Commitments of the dissenting Lenders are terminated (which termination
shall be effective automatically), (B) all amounts owing to such dissenting Lenders are paid in
full (which payments shall not be subject to Section 2.11), and (C) the total Commitments are
permanently reduced by an amount equal to such dissenting Lenders’ Commitments so terminated,
except to the extent that the Commitments of the dissenting Lenders are replaced pursuant to
Section 2.19(b) and/or one or more Lenders agree(s) to increase their respective Commitment(s),
(iii) all conditions precedent for a Borrowing set forth in Section 4.02 have been satisfied, and
(iv) the Borrower does not withdraw its request for such extension before the Maturity Date (or
previously extended Maturity Date pursuant hereto).



     (d) 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 thirty (30) days and not
more than sixty (60) days prior to the Maturity Date in effect, elect to have the entire principal
balance of the Revolving 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 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 Revolving Loan shall be made as part
of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their
respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set
forth in Section 2.04. 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 and Competitive Bids
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, (i) each Revolving Borrowing shall be comprised entirely of ABR
Loans or Eurodollar Loans as the Borrower may request in accordance herewith, and (ii) each
Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the
Borrower may request in accordance herewith. Each Swingline Loan shall (i) prior



22









 




to the acquisition by any Lender of a participation therein pursuant to Section 2.05(c), be an LMIR Loan,
and (ii) upon and following the acquisition by any Lender of a participation therein, be an ABR
Loan. 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 accordance with
the terms of this Agreement.




     (c) At the commencement of each Interest Period for any Eurodollar Revolving 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 Revolving 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 Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Competitive Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and
not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same
time; provided that there shall not at any time be more than a total of twelve
Eurodollar Revolving 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 Revolving Borrowings. To request a Revolving 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 (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; provided that any
such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.06(e) may be given not later than 10:00 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;




     (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.



23









 




If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Revolving 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. Competitive Bid Procedure. (a) Subject to the terms and conditions
set forth herein, from time to time during the Availability Period the Borrower may request
Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans; provided that the sum of the total Revolving Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed
the total Commitments. To request Competitive Bids, the Borrower shall notify the Administrative
Agent of such request by telephone, in the case of a Eurodollar Borrowing, not later than 11:00
a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the
case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that the Borrower may submit up
to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid
Request shall not be made within five (5) Business Days after the date of any previous Competitive
Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or
all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid
Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Competitive Bid Request signed by the Borrower. Each such telephonic and written
Competitive Bid 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 a Eurodollar Borrowing or a Fixed Rate Borrowing;




     (iv) the Interest Period to be applicable to such Borrowing, which shall be a period
contemplated by the definition of the term “Interest Period”;




     (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; and




     (vi) the maturity date or dates of the requested Borrowing.


Promptly following receipt of a Competitive Bid Request in accordance with this Section, the
Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the
Lenders to submit Competitive Bids.




     (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids
to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be
in a form approved by the Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York
City time, three Business Days before the proposed date of such



24









 




Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date
of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative Agent, and the
Administrative Agent shall so notify the applicable Lender and the Borrower as promptly as
practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum
of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal
amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or
Competitive Loans, as the case may be, that the Lender is willing to make, (ii) the Competitive
Bid Rate or Competitive Bid Rates, as the case may be, at which the Lender is prepared to make such
Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than
four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day
thereof.




     (c) The Administrative Agent shall promptly notify the Borrower by telecopy of the Competitive
Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender
that shall have made such Competitive Bid.



     (d) Subject only to the provisions of this paragraph, the Borrower may accept or reject any
Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by
telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided
to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not
later than 10:30 a.m., New York City time, three Business Days before the date of the proposed
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New
York City time, on the proposed date of the Competitive Borrowing; provided that
(i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular
Competitive Bid Rate if the Borrower rejects a Competitive Bid made at a lower Competitive Bid
Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed
the aggregate amount of the requested Competitive Borrowing specified in the related Competitive
Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may
accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with
the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a
minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided
further that if a Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any
integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of
multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts
shall be rounded to integral multiples of $1,000,000
in a manner determined by the Borrower. A notice given by the Borrower pursuant to this
paragraph shall be irrevocable.



     (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or
not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so
accepted), and each successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been
accepted.



25









 





     (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a
Lender, it shall submit such Competitive Bid directly to the Borrower at least one quarter of an
hour earlier than the time by which the other Lenders are required to submit their Competitive Bids
to the Administrative Agent pursuant to paragraph (b) of this Section.



     SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time
during the Availability Period, in an aggregate principal amount at any time outstanding that will
not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding
$100,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans exceeding the total Commitments; provided
that the Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.



     (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the
day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from the
Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means
of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in
Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the
requested date of such Swingline Loan.



     (c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each
Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or
Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline
Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from
the Lenders. The Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any
amounts received by the Swingline Lender from the Borrower (or other party on behalf of



26









 




the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the Administrative Agent; any such
amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent
to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant
to this paragraph shall not relieve the Borrower of any default in the payment thereof.




     SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own
account, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any
time and from time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.



     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent three Business Days (or such shorter period as may be acceptable to the
Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also
shall submit a letter of credit application on the Issuing Bank’s standard form in connection with
any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of
Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed the total
Commitments, and (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans shall not exceed the total Commitments.



     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Maturity Date;
provided, if the Borrower so requests, the Issuing Bank may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an
“Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of
Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than (A) thirty (30) days before the end of such twelve-month
period, or (B) such later date to be agreed upon at the time such Letter of Credit is issued (the
“Nonrenewal Notice Date”). Once an



27









 




Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the
renewal of such Letter of Credit at any time prior to the date set forth in clause (ii) of this
Section 2.06(c); provided that the expiry date of such Letter of Credit complies with clause (ii)
of this Section 2.06(c).




     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or
the occurrence and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever.



     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the
date that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York
City time, on the Business Day immediately following the day that the Borrower receives such
notice; provided that the Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an
ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed,
the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due,
the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment
then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof.
Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the
Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline
Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement.



28









 





     (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.



     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure
to give or delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.



     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided
that, if the Borrower fails to reimburse such LC Disbursement when due



29









 




pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after
the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such payment.




     (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.



     (j) Cash Collateralization. If any Event of Default shall occur and be continuing and
if the maturity of the Loans has been accelerated pursuant to Article VII, on the Business Day that
the Borrower receives notice from the Administrative Agent upon written request of the Required
Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall
deposit in an account with the Administrative Agent, in the name of the Administrative Agent and
for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall become immediately due
and payable, without demand or other notice of any kind, upon the occurrence of any Event of
Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account. Other than
any interest earned on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at
such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to
satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower
within three Business Days after all Events of Default have been cured or waived.



30









 





     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; provided that Swingline
Loans shall be made as provided in Section 2.05. 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 or Competitive Bid Request;
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the
Issuing Bank.



     (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed 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 Revolving Borrowing initially shall be
of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar
Revolving 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 Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this 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. This Section shall not apply to
Competitive Borrowings or Swingline Borrowings, which may not be converted or continued.



     (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 Revolving 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:



31









 






     (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 Revolving 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 Revolving Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.



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



     (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 Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans 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



32









 




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 (i) to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Revolving Loan on the Maturity Date or, if the Revolving Loans
have been converted to Term Loans pursuant to Section 2.01(d), each Term Loan on the Term Loan
Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Competitive Loan owed to such Lender on the last day of the Interest
Period applicable to such Loan and (iii) to the Swingline Lender the then unpaid principal amount
of each Swingline Loan on the earlier of the Maturity Date and a date that is not more than seven
Business Days after such Swingline Loan is made; provided that on each date that a
Revolving Borrowing or Competitive Borrowing is made, the Borrower shall repay all Swingline Loans
then outstanding.



     (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 Class and 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.



     (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and substantially in the form of (i) with respect to Revolving Loans, in the form of
revolving loan note attached hereto as Exhibit G, (ii) with respect to Competitive Loans, in the
form of competitive loan note attached hereto as Exhibit H, and (iii) with respect to Swingline
Loans, in the form of swingline loan note attached hereto as Exhibit I. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).



33









 





     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; provided that the Borrower shall not
have the right to prepay any Competitive Loan without the prior consent of the Lender thereof.



     (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00
a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, on the
date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00
noon, 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 Revolving Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of
any Revolving 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 Revolving Borrowing, or $3,000,000 in the case of a
Eurodollar Revolving Borrowing. Each prepayment of a Revolving 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.



     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 Revolving Credit Exposure
after its Commitment terminates, then such facility fee shall continue to accrue on the daily
amount of such Lender’s Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving
Credit Exposure, and (ii) if such Commitment termination is pursuant to the conversion of such
Lender’s Revolving Loans to Term Loans pursuant to Section 2.01(d), 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 Revolving Loans to Term Loans pursuant to Section 2.01(d))
shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 days
(or 366 days in leap year) and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).



     (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender
a participation fee with respect to its participations in Letters of Credit, which shall accrue at
the same Applicable Rate as interest on Eurodollar Revolving Loans on the average



34









 




daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the date on
which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee,
which shall accrue at the rate of 1/8% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable quarterly on the third Business Day following the last day
of March, June, September and December of each year, commencing on the first such date to occur
after the Effective Date; provided that all such fees shall be payable on the date
on which the Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 365 days (or 366 days in leap year)
and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).




     (c) The Borrower agrees to pay to the Administrative Agent, for its own account, a fee of
$1,500 for each Competitive Bid Request if the Borrower accepts any Competitive Bid received
pursuant to such Competitive Bid Request, payable on the date of such acceptance.



     (d) 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.



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



     SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing shall bear
interest on each day at the Alternate Base Rate for such day. The Loans comprising each Swingline
Loan shall (i) prior the acquisition by any Lender of a participation therein pursuant to Section
2.05(c), bear interest on each day at the LIBOR Market Index Rate for such day plus an amount equal to the “Eurodollar Spread”
set forth in the pricing grid set forth in the defined term “Applicable Rate” that would be
applicable to Eurodollar Revolving Loans on such day, and (ii) upon and following the acquisition
by any Lender of a participation therein, bear interest on each day at the Alternate Base Rate for
such day.



     (b) The Loans comprising each Eurodollar Borrowing shall bear interest (i) in the case of a
Eurodollar Revolving Loan, at the LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate, or (ii) in the case of a Eurodollar Competitive Loan, at the LIBO Rate
for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin
applicable to such Loan.



     (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.



35









 





     (d) 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.



     (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, 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 (d) 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 Revolving 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 Revolving 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.



     (f) All interest determined by reference to the LIBO Rate or clause (b) 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 but excluding the
last day). The applicable Alternate Base Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest error.



     (g) 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 Revolving 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) the LIBO Rate for the
Interest Period in effect for such Revolving Eurodollar Borrowing from (ii) the rate obtained by
dividing such LIBO Rate 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. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:




36












 






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




     (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a
Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the LIBO
Rate, as applicable, for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) 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 Revolving Borrowing
to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective,
(ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be
made as an ABR Borrowing, and (iii) any request by the Borrower for a Eurodollar Competitive
Borrowing shall be ineffective; provided that (A) if the circumstances giving rise
to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar
Competitive Borrowings may be made to Lenders that are not affected thereby and (B) if the
circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of
Borrowings shall be permitted.




     SECTION 2.15. 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(g)) or the Issuing
Bank; or




     (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such
Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan or Fixed Rate Loan (or of maintaining its obligation to make any
such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in,
issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or


37









 






receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may
be, for such additional costs incurred or reduction suffered.




     (c) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
reduction suffered.



     (d) A certificate of a Lender or the Issuing Bank setting forth, in reasonable detail showing
the computation thereof, the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this
Section shall be delivered to the Borrower and shall be conclusive absent manifest error. Such
certificate shall further certify that such Lender or the Issuing Bank is making similar demands of
its other similarly situated borrowers. The Borrower shall pay such Lender or the Issuing Bank, as
the case may be, the amount shown as due on any such certificate within 10 days after receipt
thereof, if such certificate complies herewith.



     (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 90 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Bank’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).



     (f) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled
to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law
that would otherwise entitle it to such compensation shall have been publicly announced prior to
submission of the Competitive Bid pursuant to which such Loan was made.



     SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan or Fixed Rate 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 Revolving Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section



38









 







2.11(b) and is revoked in
accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the
Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.19, 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 certificate of any Lender setting forth, in reasonable detail showing the computation
thereof, any amount or amounts that such Lender is entitled to receive pursuant to this Section
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof, if such certificate complies herewith.



     SECTION 2.17. 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, any Lender or Issuing Bank
(as the case may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance with applicable law.



     (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.



     (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority; provided that the Borrower shall
not be required to indemnify or reimburse a Lender pursuant to this Section for any Indemnified
Taxes or Other Taxes imposed or asserted more than 90 days prior to the date that such Lender
notifies the Borrower of the Indemnified Taxes or Other Taxes imposed or asserted and of such
Lender’s intention to claim compensation therefor; provided further that, if the
Indemnified Taxes or Other Taxes imposed or asserted giving rise to such claims are retroactive,
then the 90-day period referred to above shall be extended to include the period of retroactive
effect thereof (to the extent that such period of retroactive effect is not already included in
such 90-day period). A certificate setting forth, in reasonable detail showing the computation
thereof, the amount of such payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, 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.



39









 





     (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without withholding or at such
reduced rate.



     (f) Should any Lender, the Administrative Agent or the Issuing Bank during the term of this
Agreement ever receive any refund, credit or deduction from any taxing authority to which such
Lender, the Administrative Agent or the Issuing Bank would not be entitled but for the payment by
the Borrower of Taxes (it being understood that the decision as to whether or not to claim, and if
claimed, as to the amount of any such refund, credit or deduction shall be made by such Lender, the
Administrative Agent or the Issuing Bank in its sole discretion), such Lender, the Administrative
Agent or the Issuing Bank, as the case may be, thereupon shall repay to the Borrower an amount with
respect to such refund, credit or deduction equal to any net reduction in taxes actually obtained
by such Lender, the Administrative Agent or the Issuing Bank, as the case may be, and determined by
such Lender, the Administrative Agent or the Issuing Bank, as the case may be, to be attributable
to such refund, credit or deduction.



     (g) Except for a request by the Borrower under Section 2.19(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, fees or reimbursement of LC Disbursements, 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 at 301 South College Street, Charlotte, North
Carolina 28288-0608, except payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03
shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars.



     (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, 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 and unreimbursed LC Disbursements then due hereunder, ratably among the parties



40









 







entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to
such parties.



     (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment (other than any payment to a dissenting Lender pursuant to Section 2.01(c)) in
respect of any principal of or interest on any of its Revolving Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline
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 Revolving Loans and participations in LC Disbursements and Swingline 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 Revolving Loans and participations in LC Disbursements and Swingline 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 or
participations in LC Disbursements 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 or the
Issuing Bank 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 or the Issuing Bank, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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
2.05(c), 2.06(d) or (e), 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(g), or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the account of any



41









 







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(g), 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(g) 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 defaults in its obligation to
fund Loans hereunder, or if any Lender refuses to consent to an extension pursuant to Section
2.01(c), 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 (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the
Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans
(other than Competitive Loans) and participations in LC Disbursements and Swingline 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(g) 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(g) 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, GP LLC, Borrower and Manager from each other and from other Persons,
including EPCO and Enterprise GP Holdings L.P. (“EPE”), (ii) that other creditors of the Borrower,
Manager, EPD or GP LLC have likely advanced funds to such Persons in reliance upon the separateness
of the Borrower, Manager, EPD and GP LLC from each other and from other Persons, including EPCO and
EPE,
(iii) that each of the Borrower, Manager, EPD and GP LLC have assets and liabilities that are
separate from those of each other and from other Persons, including EPCO and EPE, (iv) that the
Loans and other obligations owing under this Agreement, the Notes and documents related hereto or
thereto have not been guaranteed by Manager, GP LLC, EPCO or EPE, and (v) that, except as other
Persons may expressly assume or guarantee



42









 







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 GP LLC nor Manager is personally liable to the
Lenders for any amounts payable or any liability hereunder or thereunder.



ARTICLE III




Representations and Warranties




     The Borrower represents and warrants to the Lenders that:



     SECTION 3.01. Organization; Powers. Each of the Borrower and its Subsidiaries is
duly formed, validly existing and (if applicable) in good standing (except, with respect to
Subsidiaries other than Material Subsidiaries, where the failure to be in good standing,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect) under the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business in all material respects as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, is qualified to do business in, and (if applicable) is in good standing
in, every jurisdiction where such qualification is required.



     SECTION 3.02. Authorization; Enforceability. The Transactions are within the
Borrower’s limited liability company powers and have been duly authorized by all necessary limited
liability company and, if required, member action. This Agreement has been duly executed and
delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at law.



     SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect
as of the Effective Date, other than filings after the Effective Date in the ordinary course of
business, (b) will not violate any law or regulation applicable to the Borrower or the limited
partnership agreement, charter, by-laws or other organizational documents of the Borrower or any of
its Subsidiaries or any order of any Governmental Authority to which the Borrower or any of its
Subsidiaries is subject, (c) will not violate or result in a default under any material indenture,
agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its
assets, or (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 and consolidating balance sheets of the Borrower and its consolidated
Subsidiaries and the related consolidated (and, as to statements of income, unaudited



43









 







consolidating) statements of income, equity and cash flow of the Borrower and its consolidated
Subsidiaries (i) as of and for the fiscal year ended December 31, 2006, 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 September 30, 2007, unaudited and
certified by a Financial Officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the Borrower and its
consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to
year-end audit adjustments and the absence of footnotes in the case of the statements referred to
in clause (ii) above.



     SECTION 3.05. Litigation and Environmental Matters. (a) There are no actions, suits
or proceedings by or before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries
(i) as to which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or
the Transactions.



     (b) Except for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.



     (c) Since the date of this Agreement, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in a Material Adverse Effect.



     SECTION 3.06. Compliance with Laws. Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority applicable to it or
its property, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.



     SECTION 3.07. Investment Company Status. Neither the Borrower nor any of its
Subsidiaries is an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940.



     SECTION 3.08. Taxes. Each of the Borrower and its Subsidiaries has timely filed or
caused to be filed all Tax returns and reports required to have been filed and has paid or caused
to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable,
has set aside on its books adequate reserves or (b) to the extent that the failure to do so could
not reasonably be expected to result in a Material Adverse Effect.



     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



44









 







reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect.



     SECTION 3.10. Disclosure. Neither the Information Memorandum nor any of the other
reports, financial statements, certificates or other information furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the negotiation of this
Agreement (as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the
time.



     SECTION 3.11. Subsidiaries. As of the Effective Date, the Borrower has no
Subsidiaries other than those listed on Schedule 3.11. As of the Effective Date, Schedule 3.11
sets forth the jurisdiction of incorporation or organization of each such Subsidiary, the
percentage of the Borrower’s ownership of the outstanding Equity Interests of each Subsidiary
directly owned by the Borrower, and the percentage of each Subsidiary’s ownership of the
outstanding Equity Interests of each other Subsidiary.



     SECTION 3.12. Margin Securities. Neither the Borrower nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulations U or X of the
Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan will be
used to purchase or carry any margin stock in violation of said Regulations U or X or to extend
credit to others for the purpose of purchasing or carrying margin stock in violation of said
Regulations U or X.



ARTICLE IV




Conditions




     SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of
the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the
Effective Date which is scheduled to occur when each of the following conditions is satisfied:



     (a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of this Agreement.



     (b) The Administrative Agent shall have received favorable written opinions (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of Richard Bachmann, in-house
counsel for Borrower and EPD, and Bracewell & Giuliani LLP, counsel for Borrower and EPD,
substantially in the forms of Exhibits E-1 and E-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



45









 







legal
matters relating to the Borrower, this Agreement or the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel, and (3) with respect to EPD,
the authorization of the EPD Guaranty Agreement and any other legal matters relating to EPD.



     (d) The Administrative Agent shall have received the EPD Guaranty Agreement dated as of the
date hereof, duly and validly executed by EPD.



     (e) The Administrative Agent shall have received each promissory note requested by a Lender
pursuant to Section 2.09(e), each duly completed and executed by the Borrower.



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



     (g) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the Effective Date, including, to the extent invoiced five (5) Business Days prior to
closing, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid
by the Borrower hereunder.



     (h) As of the Effective Date, no Material Adverse Change exists.



     (i) There shall not have been any material disruption or material adverse change in the
financial, banking or capital markets generally or in the market for loan syndications in
particular, which the Administrative Agent, in its reasonable judgment, determines could
materially impair the syndication hereof.



     (j) The Lenders shall have received (i) the audited financial statements for the Borrower and
its Subsidiaries for the period ended December 31, 2006 (ii) the unaudited financial statements for
the Borrower and its Subsidiaries and EPD’s Form 10-Q for the fiscal quarter ending September 30,
2007, and (iii) a certificate from a Financial Officer of the Borrower reflecting pro forma
compliance with Section 6.07 as of September 30, 2007, taking into pro forma account the
Transactions, as if consummated on such date.



     (k) All necessary governmental and third-party approvals, if any, required to be obtained by
the Borrower in connection with the Transactions and otherwise referred to herein shall have been
obtained and remain in effect (except where failure to obtain such approvals will not have a
Material Adverse Effect), and all applicable waiting periods shall have expired without any action
being taken by any applicable authority.



     (l) The Existing Credit Facility shall be contemporaneously amended and restated hereby, and
all obligations and indebtedness under the Existing Credit Facility shall have been
contemporaneously renewed and extended pursuant hereto.



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), and



46









 







of the
Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction
of the following conditions:



     (a) The representations and warranties of the Borrower set forth in this Agreement shall be
true and correct in all material respects on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the
extent that such representations and warranties specifically refer to an earlier date, in which
case they were true and correct in all material respects as of such earlier date.



     (b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing.



Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, 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;



47









 





     (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 of the Borrower to have been prepared in
accordance with GAAP subject to normal changes resulting from year-end adjustment and
accompanied by a written discussion of the financial performance and operating results,
including the major assets, of the Borrower for such quarter; and



     (e) within 60 days after the end of each fiscal quarter of each fiscal year of the Borrower,
a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit F (i)
certifying as to whether a Default has occurred that is then continuing and, if a Default has
occurred that is then continuing, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, and (ii) setting forth in reasonable detail calculations
demonstrating compliance with Section 6.07.



     SECTION 5.02. Notices of Material Events. The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:



     (a) the occurrence of any Event of Default; and



     (b) any other development that results in, or could reasonably be expected to result in, a
Material Adverse Effect.


Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto.




     SECTION 5.03. Existence; Conduct of Business. The Borrower will do or cause to be
done all things necessary to preserve, renew and keep in full force and effect its legal existence
and the rights, licenses, permits, privileges and franchises material to the conduct of its
business; provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution not prohibited under Section 6.03.



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



     SECTION 5.05. Books and Records; Inspection Rights. The Borrower will, and will
cause each of its Subsidiaries to, keep in accordance with GAAP proper books of record and account
in which full, true and correct entries are made in all material respects of all dealings and
transactions in relation to its business and activities. The Borrower will, and will cause each of
its Subsidiaries to, permit any representatives designated by the Administrative Agent or any



48









 







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.



     SECTION 5.07. Use of Proceeds and Letters of Credit. The proceeds of the Loans will
be used only (a) for the renewal and extension of the Indebtedness under the Existing Credit
Facility and refinancing of letters of credit thereunder, (b) as a backstop for commercial paper,
and (c) for working capital, acquisitions and other company purposes. No part of the proceeds of
any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of
any of the Regulations of the Board, including Regulations U and X.



     SECTION 5.08. Environmental Matters. The Borrower has established and implemented,
or will establish and implement, and will cause each of its Subsidiaries to establish and
implement, such procedures as may be necessary to assure that (except for any failure of the
following that, individually or in the aggregate, does not have a Material Adverse Effect): (i) all
property of the Borrower and its Subsidiaries and the operations conducted thereon are in
compliance with and do not violate the requirements of any Environmental Laws, (ii) no oil or solid
wastes are disposed of or otherwise released on or to any property owned by the Borrower or its
Subsidiaries except in compliance with Environmental Laws, (iii) no Hazardous Materials will be
released on or to any such property in a quantity equal to or exceeding that quantity which
requires reporting pursuant to Section 103 of CERCLA, and (iv) no oil or Hazardous Materials is
released on or to any such property so as to pose an imminent and substantial endangerment to
public health or welfare or the environment.



     SECTION 5.09 ERISA Information. The Borrower will furnish to the Administrative
Agent:




     (a) within 15 Business Days after the institution of or the withdrawal or partial
withdrawal by the Borrower, any Subsidiary or any ERISA Affiliate from any Multiemployer
Plan which would cause the Borrower, any Subsidiary or any ERISA Affiliate to incur
withdrawal liability in excess of $25,000,000 (in the aggregate for all such withdrawals), a
written notice thereof signed by an executive officer of the Borrower stating the applicable
details; and




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



     SECTION 5.10 Taxes. Pay and discharge, or cause to be paid and discharged, promptly
or make, or cause to be made, timely deposit of all taxes (including Federal Insurance Contribution
Act payments and withholding taxes), assessments and governmental charges or



49









 







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 and all Letters of Credit have expired
or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:



     SECTION 6.01. Indebtedness. The Borrower will not permit any Subsidiary to create,
incur or assume any Indebtedness, except:



     (a) Indebtedness of any Person that becomes a Subsidiary of the Borrower, to the extent such
Indebtedness is outstanding at the time such Person becomes a Subsidiary of the Borrower and was
not incurred in contemplation thereof and Indebtedness refinancing (but not increasing) such
Indebtedness, and Indebtedness assumed by any Subsidiary in connection with its acquisition
(whether by merger, consolidation, acquisition of all or substantially all of the assets or
acquisition that results in the ownership of greater than fifty percent (50%) of the Equity
Interests of a Person) of another Person and Indebtedness refinancing (but not increasing) such
Indebtedness, provided that at the time of and after giving effect to the
incurrence or assumption of such Indebtedness or refinancing Indebtedness and the application of
the proceeds thereof, as the case may be, the aggregate principal amount of all such Indebtedness,
and of all Indebtedness previously incurred or assumed pursuant to this Section 6.01(a), and then
outstanding, shall not exceed 75% of Consolidated EBITDA for the period of four full fiscal
quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most
recently ended;



     (b) Indebtedness of the Subsidiaries not otherwise permitted by this Section 6.01,
provided that at the time of and after giving effect to the incurrence of such
Indebtedness and the application of the proceeds thereof the aggregate principal amount of all such
Indebtedness, and of all Indebtedness previously incurred pursuant to this Section 6.01(b), and
then outstanding, shall not exceed 25% of Consolidated EBITDA for the period of four fiscal
quarters of the Borrower and the Subsidiaries then most recently ended;



     (c) Indebtedness of Project Finance Subsidiaries;



     (d) intercompany Indebtedness;



     (e) Indebtedness existing on the date hereof and set forth on Schedule 6.01;



     (f) guarantees of the obligations and Indebtedness hereunder; and



50









 





     (g) other unsecured Indebtedness in an aggregate principal amount not exceeding $25,000,000 at
any time outstanding;


provided, however, that no Subsidiary (other than a Project Finance Subsidiary)
shall create, incur or assume any Indebtedness pursuant to any provision of this Section 6.01 if an
Event of Default shall have occurred and be continuing or would result from such creation,
incurrence or assumption.




     SECTION 6.02. Liens. The Borrower shall not, and shall not permit any Subsidiary
(other than Project Finance Subsidiaries) or EPD to, create, assume, incur or suffer to exist any
Lien, other than a Permitted Lien, on any Principal Property or upon any Equity Interests of the
Borrower or any Subsidiary (other than Project Finance Subsidiaries) owning or leasing any
Principal Property, now owned or hereafter acquired by the Borrower or such Subsidiary to secure
any Indebtedness of the Borrower, EPD or any other Person (other than the Indebtedness under this
Agreement), without in any such case making effective provision whereby any and all Indebtedness
under this Agreement then outstanding will be secured by a Lien equally and ratably with, or prior
to, such Indebtedness for so long as such Indebtedness shall be so secured. Notwithstanding the
foregoing, the Borrower may, and may permit any Subsidiary (other than a Project Finance
Subsidiary) and EPD to, create, assume, incur or suffer to exist any Lien upon any Principal
Property to secure Indebtedness of the Borrower, EPD or any other Person (other than the
Indebtedness under this Agreement), other than a Permitted Lien without securing the Indebtedness
under this Agreement, provided that the aggregate principal amount of all Indebtedness then
outstanding secured by such Lien and all similar Liens together with the aggregate amount of
Attributable Indebtedness deemed to be outstanding in respect of all Sale/Leaseback Transactions
(exclusive of any Permitted Sale/Leaseback Transactions), does not exceed 10% of Consolidated Net
Tangible Assets.



     SECTION 6.03. Fundamental Changes. The Borrower will not merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets, or all or substantially all of the Equity Interests of any of its
Subsidiaries (other than Project Finance Subsidiaries) (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing (i) any Person may
merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving
entity and (ii) Borrower may sell or otherwise dispose of all or any portion of the Equity
Interests of any of its Subsidiaries.



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



51









 





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



     SECTION 6.06. Restrictive Agreements. The Borrower will not, and will not permit any
of its Subsidiaries (other than Project Finance Subsidiaries) to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement with any Person, other than the
Lenders pursuant hereto, which prohibits, restricts or imposes any conditions upon the ability of
any Subsidiary (other than Project Finance Subsidiaries) to (a) pay dividends or make other
distributions or pay any Indebtedness owed to the Borrower or any Subsidiary, or (b) make
subordinate loans or advances to or make other investments in the Borrower or any Subsidiary in
each case, other than restrictions or conditions contained in, or existing by reasons of, any
agreement or instrument (i) existing on the date hereof and identified on Schedule 6.06, (ii)
relating to property existing at the time of the acquisition thereof, so long as the restriction or
condition relates only to the property so acquired, (iii) relating to any Indebtedness of, or
otherwise to, any Subsidiary at the time such Subsidiary was merged or consolidated with or into,
or acquired by, the Borrower or a Subsidiary or became a Subsidiary and not created in
contemplation thereof, (iv) effecting a renewal, extension, refinancing, refund or replacement (or
successive extensions, renewals, refinancings, refunds or replacements) of Indebtedness issued
under an agreement referred to in clauses (i) through (iii) above, so long as the restrictions and
conditions contained in any such renewal, extension, refinancing, refund or replacement agreement,
taken as a whole, are not materially more restrictive than the restrictions and conditions
contained in the original agreement, as determined in good faith by the board of directors of the
Manager, (v) constituting customary provisions restricting subletting or assignment of any leases
of the Borrower or any Subsidiary or provisions in agreements that restrict the assignment of such
agreement or any rights thereunder, (vi) constituting restrictions on the sale or other disposition
of any property securing Indebtedness as a result of a Lien on such property permitted hereunder,
(vii)
constituting any temporary encumbrance or restriction with respect to a Subsidiary under an
agreement that has been entered into for the disposition of 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



52









 







substantially all of the assets of
the obligor under that agreement or instrument unless the transferee assumes the obligations of the
obligor under such agreement or instrument or such assets may be transferred subject to such
prohibition, (x) constituting a requirement that a certain amount of Indebtedness be maintained
between a Subsidiary and the Borrower or another Subsidiary, (xi) constituting any restriction or
condition with respect to property under an agreement that has been entered into for the
disposition of such property, provided that such disposition is otherwise permitted
hereunder, (xii) constituting any restriction or condition with respect to property under a
charter, lease or other agreement that has been entered into for the employment of such property or
(xiii) that is a Hybrid Security or an indenture, document, agreement or security entered into or
issued in connection with a Hybrid Security or otherwise constituting a restriction or condition on
the payment of dividends or distributions by an issuer of a Hybrid Security.



     SECTION 6.07 Financial Condition Covenant.



     Ratio of Consolidated Indebtedness to Consolidated EBITDA. The Borrower shall not
permit its ratio of Consolidated Indebtedness to Consolidated EBITDA in each case for the four full
fiscal quarters most recently ended to exceed:



     5.00 to 1.00 as of the last day of any fiscal quarter;


provided, following a Specified Acquisition (defined below), such ratio shall not exceed





5.50 to 1.00 as of the last day of (i) the fiscal quarter in which the Specified Acquisition
occurred (the “Acquisition Quarter”), and (ii) the first fiscal quarter following
the Acquisition Quarter.


As used herein, “Specified Acquisition” means, at the election of Borrower, one or more
acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period
for an aggregate purchase price of not less than $100,000,000; provided, in the event the
Debt Coverage Ratio exceeds 5.00 to 1.00 at the end of any fiscal quarter in which one or more
acquisitions otherwise qualifying as a Specified Acquisition but for Borrower’s failure to so elect
shall have occurred, Borrower shall be deemed to have so elected a Specified Acquisition with
respect thereto; provided, further, following the election (or deemed election) of
a Specified Acquisition, Borrower may not elect (or be deemed to have elected) a subsequent
Specified Acquisition unless, at the time of such subsequent election, the Debt Coverage Ratio does
not exceed 5.00 to 1.00.



For purposes of calculating such ratio the Project Finance Subsidiaries shall be disregarded and:
(i) Consolidated EBITDA and Consolidated Interest Expense in any prior fiscal quarters attributable
to assets contributed to DEP shall be excluded from the calculation of Consolidated EBITDA and
Consolidated Interest Expense for such prior fiscal quarters; however, such exclusion does not
apply to, and there shall be included in such calculation, (A) the amount of
cash dividends or distributions payable with respect to such a period by a Project Finance
Subsidiary or DEP which are actually received by the Borrower or a Subsidiary (other than a Project
Finance Subsidiary) on or prior to the date the financial statements with respect to such period
referred to in Section 5.01 are required to be delivered by Borrower, and (B) with respect to
EBITDA of a subsidiary owned jointly by DEP and the Borrower, excluding amounts actually dividended
or distributed by such subsidiary and received by the owners thereof, an amount equal to such
subsidiary’s EBITDA times the Borrower’s direct or indirect ownership percentage




53









 







of the
Equity Interests in such subsidiary (other than through DEP), and (ii) for purposes of calculating
such ratio for the fiscal quarters ending prior to March 31, 2008, any dividends or distributions
paid by DEP, without duplication, which are actually received by the Borrower shall be annualized
as follows: (A) for the fiscal quarter ending September 30, 2007, such dividends or distributions
received during the period commencing January 5, 2007 and ending on the date the financial
statements with respect to such period are required to be delivered by the Borrower times
365 divided by the number of days from January 5, 2007 to September 30, 2007, and (B) for
the fiscal quarter ending December 31, 2007, such dividends or distributions received during the
period commencing January 5, 2007 and ending on the date the financial statements with respect to
such period are required to be delivered by the Borrower times 365 divided by the
number of days from January 5, 2007 to December 31, 2007. For purposes of this Section 6.07, if
during any period of four fiscal quarters the Borrower or any Subsidiary acquires any Person (or
any interest in any Person) or all or substantially all of the assets of any Person, the EBITDA
attributable to such assets or an amount equal to the percentage of ownership of the Borrower or a
Subsidiary, as the case may be, in such Person times the EBITDA of such Person, for such period
determined on a pro forma basis (which determination, in each case, shall be subject to approval of
the Administrative Agent, not to be unreasonably withheld) may be included as Consolidated EBITDA
for such period as if such acquisition occurred on the first day of such four fiscal quarter
period; provided that during the portion of such period that follows such
acquisition, the computation in respect of the EBITDA of such Person or such assets, as the case
may be, shall be made on the basis of actual (rather than pro forma) results.



In addition, for purposes of this Section 6.07, Hybrid Securities up to an aggregate amount of 15%
of Consolidated Total Capitalization shall be excluded from Consolidated Indebtedness and
Consolidated EBITDA may include, at Borrower’s option, any Material Project EBITDA Adjustments as
provided in the definition thereof.




ARTICLE VII




Events of Default




     If any of the following events (“Events of Default”) shall occur:



     (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;



     (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable under this 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;



54









 





     (d) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02, 5.03 (with respect to the Borrower’s existence) or 5.07 or in
Article VI;



     (e) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article),
and such failure shall continue unremedied for a period of 30 days after written notice thereof
from the Administrative Agent to the Borrower (which notice will be given at the request of any
Lender);



     (f) the Borrower or any Material Subsidiary (other than Project Finance Subsidiaries) shall
(i) fail to pay (A) any principal of or premium or interest on any Material Indebtedness of the
Borrower or such Material Subsidiary (as the case may be), or (B) aggregate net obligations under
one or more Hedging Agreements (excluding amounts the validity of which are being contested in good
faith by appropriate proceedings, if necessary, and for which adequate reserves with respect
thereto are maintained on the books of the Borrower or such Material Subsidiary (as the case may
be)) in excess of $25,000,000, in each case when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Material Indebtedness or such Hedging Agreements; or (ii) default in the
observance or performance of any covenant or obligation contained in any agreement or instrument
relating to any such Material Indebtedness that in substance is customarily considered a default in
loan documents (in each case, other than a failure to pay specified in clause (i) of this
subsection (f)) and such default shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect thereof is to accelerate the maturity of
such Material Indebtedness or require such Material Indebtedness to be prepaid prior to the stated
maturity thereof; for the avoidance of doubt the parties acknowledge and agree that any payment
required to be made under a guaranty of payment or collection described in clause (c) of the
definition of Indebtedness shall be due and payable at the time such payment is due and payable
under the terms of such guaranty (taking into account any applicable grace period) and such payment
shall be deemed not to have been accelerated or required to be prepaid prior to its stated maturity
as a result of the obligation guaranteed having become due;



     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material
Subsidiary (other than Project Finance Subsidiaries) or its debts, or of a substantial part of its
assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Material Subsidiary (other
than Project Finance Subsidiaries) or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;



     (h) the Borrower or any Material Subsidiary (other than Project Finance Subsidiaries) shall
(i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or
other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (h) of this Article,
(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Material Subsidiary (other



55









 







than Project
Finance Subsidiaries) or for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of
the foregoing;



     (i) the Borrower or any Material Subsidiary (other than Project Finance Subsidiaries) shall
become unable, admit in writing its inability or fail generally to pay its debts as they become
due;



     (j) one or more judgments for the payment of money in an aggregate uninsured amount equal to
or greater than $50,000,000 shall be rendered against the Borrower or any Material Subsidiary
(other than Project Finance Subsidiaries) or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower or any such Material Subsidiary to enforce any such judgment;



     (k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding $25,000,000 for all periods;



     (l) EPD takes, suffers or permits to exist any of the events or conditions referred to in
clauses (g), (h), (i) or (j) of this Article or if the section of the EPD Guaranty Agreement that
contains the payment obligation shall for any reason cease to be valid and binding on EPD or if EPD
shall so state in writing;



     (m) the Manager or GP LLC takes, suffers or permits to exist any of the events or conditions
referred to in clauses (g), (h) or (i) of this Article; or



     (o) a Change in Control shall occur;


then, and in every such event (other than an event with respect to the Borrower described in clause
(g) or (h) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent at the request of the Required Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any principal
not so declared to be due and payable may thereafter be declared to be due and payable), and
thereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become
due and payable immediately, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower
described in clause (g) or (h) of this Article, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrower accrued hereunder, shall automatically become due and
payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower.





56












 





ARTICLE VIII




The Administrative Agent




     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.



     The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



     The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby that the Administrative Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable to the Lenders for any action taken or
not taken by it with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
9.02) or in the absence of its own gross negligence or willful misconduct.


The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this Agreement, (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.



57









 








     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, Issuing Bank, Swingline Lender 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, the
Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the
right, with the Borrower’s approval (which will not be unreasonably withheld), to appoint a
successor. If no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of
its resignation, then the retiring Administrative Agent may, with the Borrower’s approval (which
will not be unreasonably withheld or delayed, and the Borrower’s approval shall not be required if
an Event of Default has occurred which is continuing), on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank and such bank, or its Affiliate, as applicable, shall
have capital and surplus equal to or greater than $500,000,000. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and
become vested with all the rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as Administrative
Agent.



     Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder or thereunder.



58









 








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(f), 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 Wachovia Bank, National Association, 201 South College
Street, CP23, Charlotte, North Carolina 28288-0608, Attention of Syndication Agency Services
(Telecopy No. 704/383-0288), with a copy to Wachovia Securities, Inc., 1001 Fannin, Suite 2255,
Houston, Texas 77002, Attention of Russell T. Clingman (Telecopy No. 713/650-6354);



     (c) if to the Issuing Bank, to Wachovia Bank, National Association, 201 South College Street,
CP23, Charlotte, North Carolina 28288-0608, Attention of Syndication Agency Services (Telecopy No.
704/383-0288), with a copy to Wachovia Securities, Inc., 1001 Fannin, Suite 2255, Houston, Texas
77002, Attention of Russell T. Clingman (Telecopy No. 713/650-6354);



     (d) if to the Swingline Lender, to Wachovia Bank, National Association, 201 South College
Street, CP23, Charlotte, North Carolina 28288-0608, Attention of Syndication Agency Services
(Telecopy No. 704/383-0288), with a copy to Wachovia Securities, Inc., 1001 Fannin, Suite 2255,
Houston, Texas 77002, Attention of Russell T. Clingman (Telecopy No. 713/650-6354); and



     (e) 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



     (f) The Borrower will have the option to provide to the Administrative Agent all information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant
to this Agreement or any other document executed in connection herewith, including, without
limitation, all notices, requests, financial statements, financial and other reports, certificates
and other information materials, but excluding any such communication that (i) relates to a request
for a 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) or relates to the issuance,
amendment, renewal or extension of any Letter of Credit, (ii) relates to the payment of any
principal or other amount due under this Agreement prior to the scheduled date therefor, (iii)
provides notice of any Default or Event of Default, or (iv) other than the requirements set forth
in Sections 3.04, 4.01(j) and 5.01, is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any Borrowing, any issuance, amendment, renewal or
extension of any Letter of Credit 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



59









 







format acceptable to the Administrative Agent.
The Borrower further agrees that the Administrative Agent may make the Communications available to
the Lenders and the Issuing Bank by posting the Communications on SyndTrak or a substantially
similar electronic transmission system (the “Platform”). The Borrower acknowledges that
the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution. The Platform is
provided “as is” and “as available”. The Agent Parties (as defined below) do not warrant the
accuracy or completeness of the Communications, or the adequacy of the Platform and expressly
disclaim liability for errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or
other code defects, is made by the Agent Parties in connection with the Communications or the
Platform. In no event shall the Administrative Agent or any of its affiliates or any of their
respective officers, directors, employees, agents, advisors or representatives (collectively,
“Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for
damages of any kind, including, without limitation, direct or indirect, special, incidental or
consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of
the Borrower’s or the Administrative Agent’s transmission of Communications through the internet,
except to the extent the liability of any Agent Party is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted primarily from such Agent Party’s gross
negligence or willful misconduct. The Administrative Agent agrees that the receipt of the
Communications by the Administrative Agent at its e-mail address as specified by the Administrative
Agent from time to time shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of this Agreement and any other
documents executed in connection herewith. Each of the Issuing Bank and 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 Issuing Bank or
Lender, as the case may be, for purposes of this Agreement and any other documents executed in
connection herewith. Each of the Issuing Bank and the Lenders agrees (i) to notify the
Administrative Agent in writing (including by electronic communication) from time to time of such
Issuing Bank’s or Lender’s, as the case may be, e-mail address to which the foregoing notice may be
sent by electronic transmission, and (ii) that the foregoing notice may be sent to such e-mail
address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to
give any notice or other communication pursuant hereto or any other document executed in connection
herewith in any other manner specified herein or therein.



Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt.




     SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, the Issuing Bank 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, the Issuing Bank and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any



60









 







provision of
this Agreement or consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank 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
LC Disbursement 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 LC Disbursement, 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, the Issuing Bank or
the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the
Issuing Bank or the Swingline Lender, as the case may be.



     SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i)
all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of one law firm as counsel for the
Administrative Agent, in connection with the syndication (prior to the Effective Date) of the
credit facilities provided for herein, the preparation and administration of this Agreement or any
amendments, modifications or waivers of the provisions hereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
reasonably incurred during the existence of an Event of Default by the Administrative Agent, the
Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank 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 or Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.



     (b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being



61









 







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 Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (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, Issuing Bank 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, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing
Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)
of such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.



     (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter
of Credit 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 (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), 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 (including any Affiliate
of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank



62









 







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 all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that (i) except in the case of an assignment to a Lender or an
Affiliate of a Lender, each of the Borrower and the Administrative Agent (and, in the case of an
assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its LC
Exposure or Swingline Exposure, the Issuing Bank and the Swingline Lender) must give their prior
written consent to such assignment (which consent shall not be unreasonably withheld or delayed),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment
of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment
of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not
be less than $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, except that this clause (iii) shall not apply
to rights in respect of outstanding Competitive Loans, (iv) the parties (other than the Borrower)
to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi)
no assignment to a foreign bank
shall be made hereunder unless, at the time of such assignment, there is no withholding tax
applicable with respect to such foreign bank for which the Borrower would be or become responsible
under Section 2.17; and provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default has occurred and is
continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section,
from and after the effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 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 Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans and LC Disbursements 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, the
Issuing Bank and the Lenders may treat each Person whose name is



63









 







recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the
Issuing Bank 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 Acceptance executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register. No assignment shall be effective for purposes of
this Agreement unless it has been recorded in the Register as provided in this paragraph.



     (e) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing
Bank or the Swingline Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Bank
and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 9.02(b) that affects such Participant.



     (f) A Participant shall not be entitled to receive any greater payment under Section 2.15 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, and
this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.



     SECTION 9.05. Survival. All covenants, agreements, representations and warranties
made by the Borrower herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation made by any



64









 







such other
party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank 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 outstanding and unpaid or any Letter of Credit is outstanding 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 Letters of Credit and 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.



     SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing and the Required Lenders have directed the Administrative Agent to accelerate under
Article VII, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of setoff) which such
Lender may have.



     SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.



     (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the



65









 







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, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in the courts of any
jurisdiction.




     (c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



     (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



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



     SECTION 9.12. Confidentiality. Each of the Administrative Agent, 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, 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 any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement, (g) with the consent of the Borrower or (h) to the extent



66









 







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, 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 applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with applicable law, the
rate of interest payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges payable to such
Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together (to the extent lawful) with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.



     SECTION 9.14. Liability of Manager. It is hereby understood and agreed that Manager
shall have no personal liability, as a member of the Borrower or otherwise, for the payment of any
amount owing or to be owing hereunder.



     SECTION 9.15. USA Patriot Act Notice. Each Lender and 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
Agent, as applicable, to identify Borrower in accordance with the Act.



     SECTION 9.16. Existing Credit Facility. The undersigned Lenders, to the extent a
party to the Existing Credit Facility, agree and acknowledge that in connection with the amendment
and restatement of the Existing Credit Facility pursuant hereto, Borrower, Administrative Agent and
Lenders shall make adjustments to (i) the outstanding principal amount of “Revolving 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 “Revolving Loans” (which may include
“Eurodollar Loans” (as defined in the Existing Credit Facility) and the repayment of “Revolving
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 Revolving Loans by each
Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective
Date, and (ii) participations in Existing Letters of Credit to provide for each Lender’s
participation in each Existing Letter of Credit equal to such Lender’s new Applicable Percentage of
the aggregate amount available to be drawn under each such Existing Letter of Credit as of the
Effective Date. In connection with the foregoing, each Lender shall be deemed to have made an
assignment of its outstanding Revolving Loans and “Commitments” (as defined in the Existing Credit
Facility) under the Existing Credit Facility,



67









 







and assumed outstanding Revolving 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 9.16 be given.




[Signature Pages to Follow]





68












 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products OLPGP, Inc.,	 	 
	 

	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Bryan F. Bulawa	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bryan F. Bulawa	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






69









 





	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK,	 	 
	 	 	NATIONAL ASSOCIATION,	 	 
	 	 	as Administrative Agent, Issuing Bank, Swingline
Lender and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Shannan Townsend	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Shannan Townsend	 	 
	 

	 	 	 	Title: Director	 	 






S-1









 





	 	 	 	 	 	 	 
	 

	 	CITIBANK, N.A.
	 	 
	 

	 	as Co-Syndication Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Todd Mogil	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Todd Mogil

Title: Attorney-in-Fact	 	 






S-2









 





	 	 	 	 	 	 	 
	 

	 	JPMORGAN CHASE BANK,
	 	 
	 

	 	as Co-Syndication Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Dianne L. Russell	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Dianne L. Russell	 	 
	 

	 	 	 	Title: Vice President	 	 






S-3









 





	 	 	 	 	 	 	 
	 

	 	MIZUHO CORPORATE BANK, LTD.,
	 	 
	 

	 	a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Raymond Ventura	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Raymond Ventura

Title: Deputy General Manager	 	 






S-4









 





	 	 	 	 	 	 	 
	 

	 	SUNTRUST BANK,
	 	 
	 

	 	a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Peter Panos	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Peter Panos

Title: Vice President	 	 






S-5









 





	 	 	 	 	 	 	 
	 

	 	THE BANK OF NOVA SCOTIA,
	 	 
	 

	 	a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By;
	 	     /s/ A. Ostrov	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: A. Ostrov 


Title: Director	 	 






S-6









 





	 	 	 	 	 	 	 
	 

	 	BARCLAYS BANK PLC,
	 	 
	 

	 	a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By;
	 	     /s/ Nicholas Bell	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Nicholas Bell

Title: Director	 	 






S-7









 





	 	 	 	 	 	 	 
	 

	 	BAYERISCHE HYPO-UND VEREINSBANK AG,
	 	 
	 

	 	NEW YORK BRANCH,	 	 
	 

	 	a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By;
	 	     /s/ Yoram Dankner	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Yoram Dankner

Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By;
	 	     /s/ Shannon Batchman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Shannon Batchman

Title: Director	 	 







S-8












 





[Page Intentionally Deleted]





S-9











 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc,

a Lender

 	 
	 	By;  	          /s/ John Preece
 	 
	 	 	Name:  	John Preece 	 
	 	 	Title:  	Vice President 	 
	 




S-10









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

a Lender

 	 
	 	By;  	          /s/ Gabe Gomez
 	 
	 	 	Name:  	Gabe Gomez 	 
	 	 	Title:  	Vice President 	 
	 




S-11









 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., HOUSTON AGENCY,

a Lender

 	 
	 	By;  	          /s/ Linda Terry
 	 
	 	 	Name:  	Linda Terry 	 
	 	 	Title:  	Vice President & Manager 	 
	 




S-12









 





	 	 	 	 	 
	 	BNP PARIBAS,

a Lender

 	 
	 	By;  	          /s/ Gregory E. George
 	 
	 	 	Name:  	Gregory E. George 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By;  	          /s/ Greg Smothers
 	 
	 	 	Name:  	Greg Smothers 	 
	 	 	Title:  	Vice President 	 
	 




S-13









 





	 	 	 	 	 
	 	LEHMAN BROTHERS COMMERCIAL BANK,

a Lender

 	 
	 	By:  	          /s/ Brian McNany
 	 
	 	 	Name:  	Brian McNany 	 
	 	 	Title:  	Credit Officer 	 
	 




S-14









 





	 	 	 	 	 
	 	MORGAN STANLEY BANK,

a Lender

 	 
	 	By:  	          /s/ Daniel Twenge
 	 
	 	 	Name:  	Daniel Twenge 	 
	 	 	Title:  	Vice President 	 
	 




S-15









 





	 	 	 	 	 
	 	UBS LOAN FINANCE LLC,

a Lender

 	 
	 	By:  	          /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	
          /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 




S-16









 





	 	 	 	 	 
	 	SOCIETE GENERALE,

a Lender

 	 
	 	By:  	          /s/ Christian Nelly
 	 
	 	 	Name:  	Christian Nelly 	 
	 	 	Title:  	Vice President 	 
	 




S-17









 





	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, a

Lender

 	 
	 	By:  	          /s/ Marcus Tarkington
 	 
	 	 	Name:  	Marcus Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                 /s/ Rainer Meier
 	 
	 	 	Name:  	Rainer Meier 	 
	 	 	Title:  	Vice President 	 
	 




S-18









 





	 	 	 	 	 
	 	ING CAPITAL LLC,

a Lender

 	 
	 	By:  	          /s/ Richard Ennis
 	 
	 	 	Name:  	Richard Ennis 	 
	 	 	Title:  	Managing Director 	 
	 




S-19









 





	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

a Lender

 	 
	 	By:  	          /s/ David A. Buck
 	 
	 	 	Name:  	David A. Buck 	 
	 	 	Title:  	Senior Vice President 	 
	 




S-20









 





	 	 	 	 	 
	 	BAYERISCHE LANDESBANK,

NEW YORK BRANCH, a Lender

 	 
	 	By:  	          /s/ Craig Anderson
 	 
	 	 	Name:  	Craig Anderson 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	                               /s/ Nikolai von Mengden
 	 
	 	 	Name:  	Nikolai von Mengden 	 
	 	 	Title:  	Senior Vice President 	 
	 




S-21









 





	 	 	 	 	 
	 	DNB NOR BANK ASA,

a Lender

 	 
	 	By:  	          /s/ Henrik Asland
 	 
	 	 	Name:  	Henrik Asland 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                               /s/ Thomas Tangen
 	 
	 	 	Name:  	Thomas Tangen 	 
	 	 	Title:  	Vice President 	 
	 




S-22









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

a Lender

 	 
	 	By:  	          /s/ David A. McCluskey
 	 
	 	 	Name:  	David A. McCluskey 	 
	 	 	Title:  	by Power of Attorney 	 
	 




S-23









 





[Page Intentionally Deleted]




S-24









 





	 	 	 	 	 
	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION, a Lender

 	 
	 	By:  	          /s/ Terence D’Souza
 	 
	 	 	Name:  	Terence D'Souza 	 
	 	 	Title:  	Vice President 	 
	 




S-25









 







[Page Intentionally Deleted]



S-26









 





	 	 	 	 	 
	 	WILLIAM STREET COMMITMENT

CORPORATION, a Lender

 	 
	 	By:  	          /s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Assistant Vice President 	 
	 




S-27









 





[Page Intentionally Deleted]




	 	 	 	 	 



S-28









 






	 	 	 	 	 
	 	CAPITAL ONE, N.A.,

a Lender

 	 
	 	By:  	          /s/ Stan G. Weiser Jr.
 	 
	 	 	Name:  	Stan G. Weiser Jr. 	 
	 	 	Title:  	Senior Vice President 	 
	 




S-29









 





SCHEDULE 1.01




EXISTING LETTERS OF CREDIT




None




 









 










SCHEDULE 2.01

COMMITMENTS




	 	 	 	 	 
	Lender	 	Commitment
	Wachovia Bank, National Association
	 	$	85,000,000	 
	Citibank, N.A.
	 	$	85,000,000	 
	JPMorgan Chase Bank
	 	$	85,000,000	 
	Bank of America, N.A.
	 	$	85,000,000	 
	Barclays Bank PLC
	 	$	85,000,000	 
	BNP Paribas
	 	$	85,000,000	 
	Mizuho Corporate Bank, Ltd.
	 	$	85,000,000	 
	Sumitomo Mitsui Banking Corporation
	 	$	85,000,000	 
	SunTrust Bank
	 	$	85,000,000	 
	The Bank of Nova Scotia
	 	$	85,000,000	 
	The Royal Bank of Scotland plc
	 	$	85,000,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
Houston Agency
	 	$	69,500,000	 
	Bayerische Hypo-Und Vereinsbank AG,
New York Branch
	 	$	69,500,000	 
	Deutsche Bank AG
	 	$	69,500,000	 
	DnB NOR Bank ASA
	 	$	69,500,000	 
	Lehman Brothers Commercial Bank
	 	$	69,500,000	 
	Morgan Stanley Bank
	 	$	69,500,000	 
	UBS Loan Finance LLC
	 	$	69,500,000	 
	Bayerische Landesbank, New York Branch
	 	$	62,500,000	 
	ING Capital LLC
	 	$	62,500,000	 
	Wells Fargo Bank, National Association
	 	$	62,500,000	 
	Societe Generale
	 	$	41,000,000	 
	William Street Commitment Corporation
	 	$	35,000,000	 
	Royal Bank of Canada
	 	$	35,000,000	 
	Capital One, N.A.
	 	$	30,000,000	 
	TOTAL
	 	$	1,750,000,000.00	 






 









 





SCHEDULE 3.05




DISCLOSED MATTERS




None





 











 





SCHEDULE 3.11




SUBSIDIARIES




LIST OF SUBSIDIARIES

as of November 15, 2007




	 	 	 	 	 
	 	 	Jurisdiction	 	 
	Name of Subsidiary	 	of Formation	 	Effective Ownership
	Adamana Land Company
LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Arizona Gas Storage,
L.L.C.

	 	Delaware
	 	Enterprise Arizona Gas, L.L.C. — 60%
	Atlantis Offshore, LLC

	 	Delaware
	 	Manta Ray Gathering Company, L.L.C. — 50%

Manta Ray Offshore Gathering Company, L.L.C. — 50%
	Belle Rose NGL
Pipeline, L.L.C.

	 	Delaware
	 	Enterprise NGL Pipelines, LLC 41.67%

Enterprise Products Operating LLC — 41.67%

Third Parties — 16.66%
	Belvieu Environmental
Fuels GP, LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Belvieu Environmental
Fuels L.P.

	 	Texas
	 	Enterprise Products Operating LLC — 99%

Belvieu Environmental Fuels GP, LLC — 1%
	Cajun Pipeline
Company, LLC

	 	Texas
	 	Enterprise Products Operating LLC — 100%
	Cameron Highway
Pipeline GP, L.L.C.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Cameron Highway
Pipeline I, L.P.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 99%

Cameron Highway Pipeline GP, L.L.C. — 1%
	Canadian Enterprise
Gas Products, Ltd

	 	Alberta, Canada
	 	Enterprise Products Operating LLC — 100%
	Chunchula Pipeline
Company, LLC

	 	Texas
	 	Enterprise Products Operating LLC — 100%
	Crystal Holding, L.L.C.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Deep Gulf Development,
LLC

	 	Delaware
	 	Enterprise Offshore Development, LLC — 90%

Third Party — 10%






 









 






	 	 	 	 	 
	 	 	Jurisdiction	 	 
	Name of Subsidiary	 	of Formation	 	Effective Ownership
	DEP Holdings LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Dixie Pipeline Company

	 	Delaware
	 	Enterprise Products Operating LLC — 43%

Enterprise NGL Pipelines, LLC — 31%

Third Parties — 26%
	Dixie Terminals and Storage
Company

	 	Delaware
	 	Dixie Pipeline Company — 100%
	E-Cypress, LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	E-Oaktree, LLC

	 	Delaware
	 	E-Cypress, LLC — 100%
	Enterprise Alabama
Intrastate, LLC

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Enterprise Arizona Gas, LLC

	 	Delaware
	 	Enterprise Field Services, L.L.C. — 100%
	Enterprise Energy Finance Corporation

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Enterprise Field Services, LLC

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Enterprise Fractionation, LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Enterprise GC, L.P.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 99%

Enterprise Holding III, LLC — 1%
	Enterprise GTMGP, LLC

	 	Delaware
	 	Enterprise Products GTM, LLC — 100%
	Enterprise GTM Hattiesburg
Storage, LLC

	 	Delaware
	 	Crystal Holding, L.L.C. — 100%
	Enterprise GTM Holdings L.P.

	 	Delaware
	 	Enterprise Products Operating LLC — 99%

Enterprise GTMGP, LLC — 1%
	Enterprise GTM Offshore
Operating Company, LLC

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Enterprise Gas Liquids LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Enterprise Gas Processing LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Enterprise Holding III, L.L.C.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Enterprise Hydrocarbons L.P.

	 	Delaware
	 	Enterprise Products Texas Operating LLC — 99%

Enterprise Products Operating LLC — 1%
	Enterprise Intrastate L.P.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 99%

Enterprise Holding III, LLC — 1%
	Enterprise Lou-Tex NGL
Pipeline L.P.

	 	Delaware
	 	Enterprise Products Operating LLC — 99%

HSC Pipeline Partnership LLC— 1%
	Enterprise New Mexico
Ventures, LLC

	 	Delaware
	 	Enterprise Field Services, LLC — 100%
	Enterprise NGL Marketing
Company L.P.

	 	Delaware
	 	Enterprise Products Texas Operating LLC — 99%

Enterprise Products Operating LLC — 1%
	Enterprise NGL Pipelines, LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Enterprise NGL Private Lines
& Storage, LLC

	 	Delaware
	 	Enterprise Products Operating LLC— 100%
	Enterprise Norco LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Enterprise Offshore
Development, LLC

	 	Delaware
	 	Moray Pipeline Company, LLC — 100%






 









 






	 	 	 	 	 
	 	 	Jurisdiction	 	 
	Name of Subsidiary	 	of Formation	 	Effective Ownership
	Enterprise Products GTM,
LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Enterprise Products Texas
Operating L.P.

	 	Texas
	 	Enterprise Products Operating LLC — 99%

Enterprise OLPGP, Inc.— 1%
	Enterprise South Texas
Gathering, L.P.

	 	Delaware
	 	Enterprise Products Operating LLC — 99%

Enterprise OLPGP, Inc. — 1%
	Enterprise Terminalling LLC

	 	Texas
	 	Enterprise Products Operating LLC — 99%

Enterprise Gas Liquids LLC 1%
	Enterprise Terminals &
Storage, LLC

	 	Delaware
	 	Mapletree, LLC — 100%
	Enterprise Texas Pipeline,
LLC

	 	Texas
	 	Enterprise GTM Holdings L.P. — 99%

Enterprise Holding III, L.L.C. — 1%
	Enterprise White River
Hub, LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	EPOLP 1999 Grantor Trust

	 	Texas
	 	Enterprise Products Operating LLC — 100%
	First Reserve Gas, L.L.C.

	 	Delaware
	 	Crystal Holding, L.L.C. — 100%
	Flextrend Development
Company, L.L.C.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Groves RGP Pipeline LLC

	 	Texas
	 	Enterprise Products Operating LLC — 99%

Enterprise Products Texas Operating LLC — 1%
	Hattiesburg Gas Storage
Company

	 	Delaware
	 	First Reserve Gas, L.L.C. — 50%

Hattiesburg Industrial Gas Sales, L.L.C. — 50%
	Hattiesburg Industrial Gas
Sales, L.L.C.

	 	Delaware
	 	First Reserve Gas, L.L.C. — 100%
	High Island Offshore
System, L.L.C.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	HSC Pipeline Partnership
LLC

	 	Texas
	 	Enterprise Products Operating LLC — 99%

Enterprise OLPGP, Inc.— 1%
	Independence Hub, LLC

	 	Delaware
	 	Enterprise Field Services, LLC — 80%

Third Party — 20%
	Mapletree, LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Manta Ray Gathering
Company, L.L.C.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Manta Ray Offshore
Gathering Company, L.L.C.

	 	Delaware
	 	Neptune Pipeline Company, L.L.C. — 100%






 









 






	 	 	 	 	 
	 	 	Jurisdiction	 	 
	Name of Subsidiary	 	of Formation	 	Effective Ownership
	Mid-America Pipeline Company,
LLC

	 	Delaware
	 	Mapletree, LLC — 100%
	Moray Pipeline Company, LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Norco-Taft Pipeline, LLC

	 	Delaware
	 	Enterprise NGL Private Lines & Storage, LLC — 100%
	Olefins Terminal Corporation

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Petal Gas Storage, L.L.C.

	 	Delaware
	 	Crystal Holding, LLC — 100%
	Port Neches GP, LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Port Neches Pipeline LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 99%

Port Neches GP, LLC — 1%
	Poseidon Pipeline Company,
L.L.C.

	 	Delaware
	 	Enterprise GTM Holdings L.P. — 100%
	Propylene Pipeline
Partnership, L.P.

	 	Texas
	 	Enterprise Products Operating LLC — 99%

Enterprise OLPGP, Inc. — 1%
	Sailfish Pipeline Company,
L.L.C.

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Seminole Pipeline Company

	 	Delaware
	 	E-Oaktree, LLC — 80%

E-Cypress, LLC — 10%

Third Party — 10%
	Sorrento Pipeline Company, LLC

	 	Texas
	 	Enterprise Products Operating LLC — 100%
	Teco Gas Processing LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Teco Gas Gathering LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Tri-States NGL Pipeline, L.L.C.

	 	Delaware
	 	Enterprise Products Operating LLC — 33.3%

Enterprise NGL Pipelines, LLC — 33.3%

Third Parties — 33.3%
	Venice Pipeline LLC

	 	Delaware
	 	Enterprise Products Operating LLC — 100%
	Wilprise Pipeline Company,
L.L.C.

	 	Delaware
	 	Enterprise Products Operating LLC — 74.7%

Third Parties — 25.3%






 









 






SCHEDULE 6.01



Cdn. $30,000,000 Credit Agreement dated May 8, 2007 among Canadian Enterprise Gas Products, LTD.
and The Bank of Nova Scotia, as Canadian chartered bank. Availability = Cdn. $30,000,000.



U.S. $28,000,000 Revolving Credit Agreement dated as of June 9, 2004 between Dixie Pipeline Company
and Sumitomo Mitsui Banking Corporation, as amended. Availability = $18,000,000.



U.S. $57,500,000 Petal Gas Storage LLC GO Zone Bonds due August, 2034.




 









 








SCHEDULE 6.06




EXISTING RESTRICTIONS



Section 6.6 of the Revolving Credit Agreement (the “Dixie Credit Agreement”) dated as of June 9,
2004 between Dixie Pipeline Company and Sumitomo Mitsui Banking Corporation as follows (capitalized
terms referred to in Section 6.6 below and not defined shall have the meaning set forth for such
terms in the Dixie Credit Agreement):





Section 6.6. Restricted Payments. The Borrower [Dixie Pipeline Company]
will not declare or make, or agree to pay or make, directly or indirectly, any
dividend on any class of its stock, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
retirement, defeasance or other acquisition of, any shares of capital stock or
Indebtedness subordinated to the Obligations of the Borrower or any options,
warrants, or other rights to purchase such capital stock or such Indebtedness,
whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i)
dividends payable by the Borrower solely in shares of any class of its capital
stock, and (ii) cash dividends paid on, and cash redemptions of, the capital stock
of the Borrower; provided, that no Default or Event of Default has occurred
and is continuing at the time such dividend is paid or redemption is made.



 









 





EXHIBIT A




FORM OF

ASSIGNMENT AND ACCEPTANCE




     Reference is made to the Amended and Restated Revolving Credit Agreement dated as of November
19, 2007 (as amended and in effect on the date hereof, the “Credit Agreement”), among Enterprise
Products Operating LLC, the Lenders named therein and Wachovia Bank, National Association, as
Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with
the same meanings.



     The Assignor named herein hereby sells and assigns, without recourse, to the Assignee named
herein, and the Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth herein the interests set forth herein (the “Assigned
Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth herein in the Commitment of the Assignor on the Assignment Date
and Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the
Assignment Date, together with the participations in Letters of Credit, LC Disbursements and
Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and
fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of
the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and
be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest,
have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
of the Assigned Interest, relinquish its rights and be released from its obligations under the
Credit Agreement.



     This Assignment and Acceptance is being delivered to the Administrative Agent together with
(i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee
pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee.
The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to
Section 9.04(b) of the Credit Agreement.



     This Assignment and Acceptance shall be governed by and construed in accordance with the laws
of the State of New York.


Date of Assignment:



Legal Name of Assignor:



Legal Name of Assignee:

Assignee’s Address for Notices:



Effective Date of Assignment

(“Assignment Date”):




1









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Assigned of	 
	 	 	 	 	 	 	Facility/Commitment (set forth, to	 
	 	 	Principal Amount Assigned	 	 	at least 8 decimals, as a percentage	 
	 	 	(and identifying information	 	 	of the Facility and the aggregate	 
	 	 	as to individual Competitive	 	 	Commitments of all Lenders	 
	Facility	 	Loans)	 	 	thereunder)	 
	Commitment Assigned:
	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	Revolving Loans:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Competitive Loans
	 	 	 	 	 	 	 	 






The terms set forth above are hereby agreed to:




	 	 	 	 	 
	 	[Name of Assignor] , as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Name of Assignee] , as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




2









 





The undersigned hereby consent to the within assignment:




	 	 	 	 	 	 	 	 	 	 	 
	Enterprise Products Operating LLC	 	Wachovia Bank, National Association,

as Administrative Agent
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Enterprise Products OLPGP, Inc.,
Manager	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Wachovia Bank, National Association,

as Swingline Lender	 	Wachovia Bank, National Association,

as Issuing Bank
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 







3









 








EXHIBIT B




FORM OF BORROWING REQUEST




Dated                     




Wachovia Bank, National Association,

  as Administrative Agent

One Wachovia Center, TW-10

301 South College Street

Charlotte, North Carolina 28288-0608

Attn: Syndication Agency Services




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 Amended and Restated
Revolving Credit Agreement dated as of November 19, 2007 (as restated, amended, modified,
supplemented and in effect, the “Credit Agreement”), by and among the Borrower, the Lenders party
thereto, and Wachovia Bank, National Association, as Administrative Agent.



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



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



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



	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 	 	Maturity Date
 for
	Type of	 	Component of	 	Interest	 	Interest Period	 	Interest Period
	Revolving Loan	 	Revolving Loan	 	Rate	 	(if applicable)	 	(if applicable)
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 




			
	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









 










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



     5. After giving effect to the requested Revolving Loan, the sum of the Revolving Credit
Exposures , plus the aggregate principal amount of Competitive Loans outstanding as of the date
hereof (including the requested Revolving 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 Revolving 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 COMPETITIVE BID REQUEST




Wachovia Bank, National Association,

  as Administrative Agent

One Wachovia Center, TW-10

301 South College Street

Charlotte, North Carolina 28288-0608

Attention: Syndication Agency Services




Ladies and Gentlemen:




     Reference is made to the Amended and Restated Credit Agreement dated as of November 19, 2007
(as restated, amended, modified, supplemented and in effect from time to time, the “Credit
Agreement”), among the undersigned, the Lenders party thereto, and Wachovia Bank, National
Association, as Administrative Agent. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned
hereby gives you notice pursuant to Section 2.04 of the Credit Agreement that it requests a
Competitive Borrowing under the Credit Agreement, and in that connection sets forth below the terms
on which such Competitive Borrowing is requested to be made:



	 	 	 	 	 	 	 
	(A)

	 	Borrowing Date of Competitive	 	 	 	 
	 

	 	Borrowing (which is a Business Day)
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(B)

	 	Aggregate Principal Amount of	 	 	 	 
	 

	 	Competitive Borrowing1/	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(C)

	 	Interest rate basis2/	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(D)

	 	Interest Period and the last day thereof3/	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(E)

	 	Location and number of Borrower’s account	 	 	 	 
	 

	 	to which funds are to be deposited	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By the delivery of this Competitive Bid Request and the acceptance of any or all of the
Competitive Loans offered by the Lenders in response to this Competitive Bid Request, the
undersigned shall be deemed to have represented and warranted that the applicable conditions
to lending specified in Article IV of the Credit Agreement have been satisfied with respect
to the Competitive Borrowing requested hereby.








 




			
	1.	 	Not less than $5,000,000 or greater than the unused
Total Commitment and in integral multiples of $1,000,000.
	 
	2.	 	Eurodollar Competitive Borrowing or Fixed Rate
Borrowing.
	 
	3.	 	Which shall have a duration (i) in the case of a
Eurodollar Loan, of one, two, three or six months and (ii) in the case of Fixed
Rate Loan, of not less than seven days nor more than 180 days, and which, in
either case, shall end not later than the Maturity Date.




1









 










	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products OLPGP, Inc.,


its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






2









 








EXHIBIT D




FORM OF

INTEREST ELECTION REQUEST




Dated                     




Wachovia Bank, National Association,

   as Administrative Agent

One Wachovia Center, TW-10

301 South College Street

Charlotte, North Carolina 28288-0608

Attn: Syndication Agency Services




Ladies and Gentlemen:




     This irrevocable Interest Election Request (the “Request”) is delivered to you under Section
2.07 of the Amended and Restated Revolving Credit Agreement dated as of November 19, 2007 (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 Wachovia Bank, National Association, as
Administrative Agent.



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



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




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




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




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




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




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






 




			
	1.	 	Delete the bracketed language and insert “Alternate
Base Rate” or “LIBO Rate”, 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
2.07 of the Credit Agreement.
	 
	4.	 	Complete with a Business Day in compliance with
Section 2.07 of the Credit Agreement.
	 
	5.	 	Complete for each Eurodollar Loan in compliance with
the definition of the term “Interest Period” specified in Section 1.01.




1









 










     2. With respect to a Revolving 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 Revolving 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:	 	 








2









 










EXHIBIT E-1 and E-2




FORMS OF




OPINIONS OF COUNSEL FOR BORROWER AND EPD




 









 





EXHIBIT F




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 Amended and Restated Revolving Credit Agreement
dated as of November 19, 2007 (as restated, amended, modified, supplemented and in effect from time
to time, the “Agreement”), among the Borrower, Wachovia Bank, National Association, 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 G




FORM OF

REVOLVING LOAN NOTE

(Revolving Credit Facility)




			
	 	 	 
	$                              
	 	                    , 200___






     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 WACHOVIA BANK, NATIONAL ASSOCIATION, as
Administrative Agent, at 301 South College Street, Charlotte, North Carolina 28288-0608, the
principal sum of                                                              AND NO/100 DOLLARS ($                
              ), or such lesser
amount as shall equal the aggregate unpaid principal amount of the Revolving 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 Revolving Loans, at such office, in like money and funds, for the period
commencing on the date of each such Revolving Loan until such Revolving Loan shall be paid in full,
at the rates per annum and on the dates provided in the Credit Agreement.



     This note evidences the Revolving Loans owed to the Lender under that certain Amended and
Restated Revolving Credit Agreement dated as of November 19, 2007, by and among the Borrower,
Wachovia Bank, National Association, 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 Revolving Loan owed to the Lender, the amount and
date of each payment or prepayment of principal of each such Revolving Loan received by the Lender
and the Interest Periods and interest rates applicable to each Revolving 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 Revolving 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



1









 







them. Each such person agrees that its liability on or with respect to this note shall not be
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 Revolving 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

REVOLVING LOAN NOTE



This note evidences the Revolving 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
Revolving Loan, subject to the payments of principal set forth below:




SCHEDULE

OF

REVOLVING LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	Amount of	 	 	 	Balance	 	 
	 	 	 	 	 	 	Amount of	 	Principal	 	 	 	of	 	Notation
	 	 	Interest	 	 	 	Revolving	 	Paid or	 	Interest	 	Revolving	 	Made
	Date	 	Period	 	Rate	 	Loan	 	Prepaid	 	Paid	 	Loans	 	by
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





3









 





EXHIBIT H




FORM OF

COMPETITIVE LOAN NOTE

(Revolving Credit Facility)




			
	 	 	 
	$                              
	 	                    , 200___






     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 WACHOVIA BANK, NATIONAL ASSOCIATION, as
Administrative Agent, at 301 South College Street, Charlotte, North Carolina 28288-0608, the
principal sum of                                                              AND NO/100 DOLLARS ($                
              ), or such lesser
amount as shall equal the aggregate unpaid principal amount of the Competitive Loans owed to the
Lender under the Credit Agreement, 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 Competitive Loans, at such office, in like money and funds, for the period commencing on
the date of each such Competitive Loan until such Competitive Loan shall be paid in full, at the
rates per annum and on the dates provided in the Credit Agreement.



     This note evidences the Competitive Loans owed to the Lender under that certain Amended and
Restated Revolving Credit Agreement dated as of November 19, 2007, by and among the Borrower,
Wachovia Bank, National Association, individually, as Administrative Agent, Issuing Bank and
Swingline Lender, 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 Competitive Loan owed to the Lender, the amount
and date of each payment or prepayment of principal of each such Competitive Loan received by the
Lender and the Interest Periods and interest rates applicable to each Competitive 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 Competitive 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



1









 







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
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 Competitive 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

COMPETITIVE LOAN NOTE




     This note evidences the Competitive 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
Competitive Loan, subject to the payments of principal set forth below:



SCHEDULE

OF

COMPETITIVE LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	Amount of	 	 	 	Balance	 	 
	 	 	 	 	 	 	Amount of	 	Principal	 	 	 	of	 	Notation
	 	 	Interest	 	 	 	Competitive	 	Paid or	 	Interest	 	Competitive	 	Made
	Date	 	Period	 	Rate	 	Loan	 	Prepaid	 	Paid	 	Loans	 	by
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 








3









 








EXHIBIT I




FORM OF

SWINGLINE LOAN NOTE

(Revolving Credit Facility)




			
	 	 	 
	$100,000,000.00
	 	November 19, 2007






     ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company (the “Borrower”),
for value received, promises and agrees to pay to WACHOVIA BANK, NATIONAL ASSOCIATION, as Swingline
Lender under the Credit Agreement, as hereafter defined (the “Swingline Lender”), or order,
at the payment office of WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, at 301 South
College Street, Charlotte, North Carolina 28288-0608, the principal sum of SEVENTY-FIVE MILLION AND
NO/100 DOLLARS ($75,000,000.00), or such lesser amount as shall equal the aggregate unpaid
principal amount of the Swingline Loans owed to the Swingline Lender under the Credit Agreement,
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 Swingline Loans, at such office, in
like money and funds, for the period commencing on the date of each such Swingline Loan until such
Swingline Loan shall be paid in full, at the rates per annum and on the dates provided in the
Credit Agreement.



     This note evidences the Swingline Loans owed to the Swingline Lender under that certain
Amended and Restated Revolving Credit Agreement dated as of November 19, 2007, by and among the
Borrower, Wachovia Bank, National Association, individually, as Administrative Agent, Issuing Bank
and Swingline Lender, and the other financial institutions parties thereto (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 Swingline Lender is hereby authorized by the Borrower to endorse on Schedule A (or a
continuation thereof) attached to this note, the amount and date of each payment or prepayment of
principal of each such Swingline Loan received by the Swingline Lender, provided that any failure
by the Swingline 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 Swingline Loans.



     This note may be held by the Swingline 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 Swingline Lender to another lending office of the Swingline Lender from time to time
as the Swingline 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



1









 







them. Each such person agrees that its liability on or with respect to this note shall not be
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 Swingline 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

SWINGLINE LOAN NOTE




This note evidences the Swingline Loans owed to the Lender under the Credit Agreement, in the
principal amount set forth below, subject to the payments of principal set forth below:



SCHEDULE

OF

SWINGLINE LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	Amount of	 	 	 	Balance	 	 
	 	 	Amount of	 	Principal	 	 	 	of	 	Notation
	 	 	Swingline	 	Paid or	 	Interest	 	Swingline	 	Made
	Date	 	Loan	 	Prepaid	 	Paid	 	Loans	 	by
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 






3