exv10w2



 





Exhibit 10.2




AMENDED AND RESTATED GUARANTY AGREEMENT




     THIS AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of November 19, 2007, by ENTERPRISE
PRODUCTS PARTNERS L.P., a Delaware limited partnership (the “Guarantor”), is in favor of
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”) for the several
lenders ( “Lenders”) that are or become parties to the Credit Agreement defined below.



W I T N E S S E T H:




     WHEREAS, ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company,
successor-in-interest to Enterprise Products Operating L.P., a Delaware limited partnership (the
“Borrower”), the Agent, and Lenders desire to amend and restate that certain Multi-Year
Revolving Credit Agreement dated as of August 25, 2004 (as heretofore amended, the “Existing
Credit Facility”) among Borrower, Wachovia Bank, National Association, as administrative agent,
and the lenders party thereto, and renew and extend the Indebtedness thereunder; and



     WHEREAS, Guarantor has guaranteed the Indebtedness under the Existing Credit Facility pursuant
to that certain Guaranty Agreement dated August 25, 2004 (the “Existing Guaranty”) by
Guarantor in favor of Wachovia Bank, National Association, as administrative agent under the
Existing Credit Facility, for the lenders thereunder; and



     WHEREAS, Borrower, Agent and Lenders have entered into that certain $1,750,000,000 5-Year
Amended and Restated Revolving Credit Agreement of even date herewith (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”); and



     WHEREAS, one of the terms and conditions stated in the Credit Agreement for the making of the
loans described therein is the execution and delivery to the Agent for the benefit of the Lenders
of this Guaranty Agreement;



     NOW, THEREFORE, (i) in order to comply with the terms and conditions of the Credit Agreement,
(ii) to induce the Lenders, at any time or from time to time, to loan monies, with or without
security to or for the account of Borrower in accordance with the terms of the Credit Agreement,
(iii) at the special insistence and request of the Lenders, and (iv) for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby agrees
as follows:



ARTICLE 1




General Terms




     Section 1.1 Terms Defined Above. As used in this Guaranty Agreement, the terms
“Agent”, “Borrower”, “Existing Credit Agreement”, “Existing
Guaranty”, “ Credit Agreement”, “Guarantor” and “Lenders” shall have
the meanings indicated above.



     Section 1.2 Certain Definitions. As used in this Guaranty Agreement, the following
terms shall have the following meanings, unless the context otherwise requires:



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“Guarantor Claims” shall have the meaning indicated in Section 4.1 hereof.




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




“Liabilities” shall mean (a) any and all Indebtedness of the Borrower
pursuant to the Credit Agreement, including without limitation (i) the unpaid
principal of and interest on the Revolving Loans, Competitive Loans and Swingline
Loans, including without limitation, interest accruing subsequent to the filing of a
petition or other action concerning bankruptcy or other similar proceeding, (ii)
payment and performance of all Letters of Credit issued by the Issuing Bank for the
account of the Borrower under the Credit Agreement, and (iii) payment of any
reimbursement obligations of the Borrower in respect of any LC Disbursement or any
other amount owed by the Borrower under the Credit Agreement, including without
limitation, fees and indemnity payments, and (b) all renewals, rearrangements,
increases, extensions for any period, amendments, supplements, exchanges or
reissuances in whole or in part of the Indebtedness of Borrower under the Credit
Agreement, or any other documents or instruments evidencing any of the above.



     Section 1.3 Credit Agreement Definitions. Unless otherwise defined herein, all terms
beginning with a capital letter which are defined in the Credit Agreement shall have the same
meanings herein as therein.



ARTICLE 2




The Guaranty




     Section 2.1 Liabilities Guaranteed. Guarantor hereby irrevocably and unconditionally
guarantees in favor of the Agent for the benefit of the Lenders the prompt payment of the
Liabilities when due, whether at maturity or otherwise.



     Section 2.2 Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable,
completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the
Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower
need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall
continue to be effective with respect to debt under the Liabilities arising or created after any
attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities
are paid in full and the Commitments are terminated, notwithstanding that from time to time prior
thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange,
extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any
Default or Events of Default without notice to the Guarantor and in such event Guarantor will
remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is
rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or
reorganization of Borrower or otherwise, all as though such payment had not been made. This
Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities
and shall not be discharged by the



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assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives
presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of
Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration
of the maturity and any other notice in connection with the Liabilities, and also notice of
acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the
Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and
delivery of the same to the Agent.



     Section 2.3 Agent’s Rights. Guarantor authorizes the Agent, without notice or demand
and without affecting Guarantor’s liability hereunder, to take and hold security for the payment of
this Guaranty Agreement and/or the Liabilities, and exchange, enforce, waive and release any such
security; and to apply such security and direct the order or manner of sale thereof as the Agent in
its discretion may determine; and to obtain a guaranty of the Liabilities from any one or more
Persons and at any time or times to enforce, waive, rearrange, modify, limit or release any of such
other Persons from their obligations under such guaranties.



     Section 2.4 Guarantor’s Waivers.




     (a) General. Guarantor waives any right to require any of the Lenders to (i)
proceed against Borrower or any other person liable on the Liabilities, (ii) enforce any of
their rights against any other guarantor of the Liabilities, (iii) proceed or enforce any of
their rights against or exhaust any security given to secure the Liabilities, (iv) have
Borrower joined with Guarantor in any suit arising out of this Guaranty Agreement and/or the
Liabilities, or (v) pursue any other remedy in the Lenders’ powers whatsoever. Except as
provided in the Credit Agreement, the Lenders shall not be required to mitigate damages or
take any action to reduce, collect or enforce the Liabilities, and the failure to so
mitigate or take any such action shall not release the Guarantor from this Guaranty
Agreement. Guarantor waives any defense arising by reason of any disability, lack of
partnership authority or power, or other defense of Borrower or any other guarantor of the
Liabilities, and shall remain liable hereon regardless of whether Borrower or any other
guarantor be found not liable thereon for any reason. Whether and when to exercise any of
the remedies of the Lenders under the Credit Agreement shall be in the sole and absolute
discretion of the Agent, and no delay by the Agent in enforcing any remedy, including delay
in conducting a foreclosure sale, shall be a defense to the Guarantor’s liability under this
Guaranty Agreement. To the extent allowed by applicable law, the Guarantor hereby waives
any good faith duty on the part of the Agent in exercising any remedies provided in the
Credit Agreement.




     (b) Subrogation. Until the Liabilities have been paid in full, the Guarantor
waives all rights of subrogation or reimbursement against the Borrower, whether arising by
contract or operation of law (including, without limitation, any such right arising under
any federal or state bankruptcy or insolvency laws) and waives any right to enforce any
remedy which the Lenders now have or may hereafter have against the Borrower, and waives any
benefit or any right to participate in any security now or hereafter held by the Agent or
any Lender.



     Section 2.5 Maturity of Liabilities; Payment. Guarantor agrees that if the maturity
of any of the Liabilities is accelerated by bankruptcy or otherwise, such maturity shall also be
deemed accelerated for the purpose of this Guaranty Agreement without demand or notice to



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Guarantor. Guarantor will, forthwith upon notice from the Agent, pay to the Agent the amount due
and unpaid by Borrower and guaranteed hereby. The failure of the Agent to give this notice shall
not in any way release Guarantor hereunder.



     Section 2.6 Agent’s Expenses. If Guarantor fails to pay the Liabilities after notice
from the Agent of Borrower’s failure to pay any Liabilities at maturity, and if the Agent obtains
the services of an attorney for collection of amounts owing by Guarantor hereunder, or obtaining
advice of counsel in respect of any of its rights under this Guaranty Agreement, or if suit is
filed to enforce this Guaranty Agreement, or if proceedings are had in any bankruptcy, receivership
or other judicial proceedings for the establishment or collection of any amount owing by Guarantor
hereunder, or if any amount owing by Guarantor hereunder is collected through such proceedings,
Guarantor agrees to pay to the Agent the Agent’s reasonable attorneys’ fees.



     Section 2.7 Liability. It is expressly agreed that the liability of the Guarantor for
the payment of the Liabilities guaranteed hereby shall be primary and not secondary.



     Section 2.8 Events and Circumstances Not Reducing or Discharging Guarantor’s
Obligations. Guarantor hereby consents and agrees to each of the following to the fullest
extent permitted by law, and agrees that Guarantor’s obligations under this Guaranty Agreement
shall not be released, diminished, impaired, reduced or adversely affected by any of the following,
and waives any rights (including without limitation rights to notice) which Guarantor might
otherwise have as a result of or in connection with any of the following:




     (a) Modifications, etc. Any renewal, extension, modification,
increase, decrease, alteration, rearrangement, exchange or reissuance of all or any
part of the Liabilities, or of the Letters of Credit or the Credit Agreement or any
instrument executed in connection therewith, or any contract or understanding
between Borrower and any of the Lenders, or any other Person, pertaining to the
Liabilities;




     (b) Adjustment, etc. Any adjustment, indulgence, forbearance or
compromise that might be granted or given by any of the Lenders to Borrower or
Guarantor or any Person liable on the Liabilities;




     (c) Condition of Borrower or Guarantor. The insolvency, bankruptcy
arrangement, adjustment, composition, liquidation, disability, dissolution, death or
lack of power of Borrower or Guarantor or any other Person at any time liable for
the payment of all or part of the Liabilities; or any dissolution of Borrower or
Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or
Guarantor, or any changes in the shareholders, partners, or members of Borrower or
Guarantor; or any reorganization of Borrower or Guarantor;




     (d) Invalidity of Liabilities. The invalidity, illegality or
unenforceability of all or any part of the Liabilities, or any document or agreement
executed in connection with the Liabilities, for any reason whatsoever, including
without limitation the fact that the Liabilities, or any part thereof, exceed the
amount permitted by law, the act of creating the Liabilities or any part thereof is
ultra vires, the officers or representatives executing the documents
or otherwise creating the Liabilities acted in excess of their authority, the
Liabilities



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violate applicable usury laws, the Borrower has valid defenses, claims or offsets
(whether at law, in equity or by agreement) which render the Liabilities wholly or
partially uncollectible from Borrower, the creation, performance or repayment of the
Liabilities (or the execution, delivery and performance of any document or
instrument representing part of the Liabilities or executed in connection with the
Liabilities, or given to secure the repayment of the Liabilities) is illegal,
uncollectible, legally impossible or unenforceable, or the Credit Agreement or other
documents or instruments pertaining to the Liabilities have been forged or otherwise
are irregular or not genuine or authentic;




     (e) Release of Obligors. Any full or partial release of the liability
of Borrower on the Liabilities or any part thereof, of any co-guarantors, or any
other Person now or hereafter liable, whether directly or indirectly, jointly,
severally, or jointly and severally, to pay, perform, guarantee or assure the
payment of the Liabilities or any part thereof, it being recognized, acknowledged
and agreed by Guarantor that Guarantor may be required to pay the Liabilities in
full without assistance or support of any other Person, and Guarantor has not been
induced to enter into this Guaranty Agreement on the basis of a contemplation,
belief, understanding or agreement that other parties other than the Borrower will
be liable to perform the Liabilities, or the Lenders will look to other parties to
perform the Liabilities.




     (f) Other Security. The taking or accepting of any other security,
collateral or guaranty, or other assurance of payment, for all or any part of the
Liabilities;




     (g) Release of Collateral, etc. Any release, surrender, exchange,
subordination, deterioration, waste, loss or impairment (including without
limitation negligent, willful, unreasonable or unjustifiable impairment) of any
collateral, property or security, at any time existing in connection with, or
assuring or securing payment of, all or any part of the Liabilities;




     (h) Care and Diligence. The failure of the Lenders or any other Person
to exercise diligence or reasonable care in the preservation, protection,
enforcement, sale or other handling or treatment of all or any part of such
collateral, property or security;




     (i) Status of Liens. The fact that any collateral, security, security
interest or lien contemplated or intended to be given, created or granted as
security for the repayment of the Liabilities shall not be properly perfected or
created, or shall prove to be unenforceable or subordinate to any other security
interest or lien, it being recognized and agreed by Guarantor that Guarantor is not
entering into this Guaranty Agreement in reliance on, or in contemplation of the
benefits of, the validity, enforceability, collectability or value of any collateral
for the Liabilities;




     (j) Payments Rescinded. Any payment by Borrower to the Lenders is held
to constitute a preference under the bankruptcy laws, or for any reason the



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Lenders are required to refund such payment or pay such amount to Borrower or
someone else; or




     (k) Other Actions Taken or Omitted. Any other action taken or omitted
to be taken with respect to the Credit Agreement, the Liabilities, or the security
and collateral therefor, whether or not such action or omission prejudices Guarantor
or increases the likelihood that Guarantor will be required to pay the Liabilities
pursuant to the terms hereof; it being the unambiguous and unequivocal intention of
Guarantor that Guarantor shall be obligated to pay the Liabilities when due,
notwithstanding any occurrence, circumstance, event, action, or omission whatsoever,
whether contemplated or uncontemplated, and whether or not otherwise or particularly
described herein, except for the full and final payment and satisfaction of the
Liabilities.



ARTICLE 3




Representations and Warranties




     Section 3.1 By Guarantor. In order to induce the Lenders to accept this Guaranty
Agreement, Guarantor represents and warrants to the Lenders (which representations and warranties
will survive the creation of the Liabilities and any extension of credit thereunder) that:




     (a) Benefit to Guarantor. Guarantor’s guaranty pursuant to this
Guaranty Agreement reasonably may be expected to benefit, directly or indirectly,
Guarantor.




     (b) Existence. Guarantor is a limited partnership duly organized and
legally existing under the laws of the State of Delaware and is duly qualified in
all jurisdictions wherein the property owned or the business transacted by it makes
such qualification necessary, except where the failure to be so qualified could
reasonably be expected to have a Material Adverse Effect.




     (c) Power and Authorization. Guarantor is duly authorized and
empowered to execute, deliver and perform this Guaranty Agreement and all action on
Guarantor’s part requisite for the due execution, delivery and performance of this
Guaranty Agreement has been duly and effectively taken.




     (d) Binding Obligations. This Guaranty Agreement constitutes a valid
and binding obligation of Guarantor, enforceable in accordance with its terms
(except that enforcement may be subject to any applicable bankruptcy, insolvency or
similar laws generally affecting the enforcement of creditors’ rights).




     (e) No Legal Bar. This Guaranty Agreement will not violate any
provisions of Guarantor’s limited partnership agreement or any contract, agreement,
law, regulation, order, injunction, judgment, decree or writ to which Guarantor is
subject.




     (f) No Consent. Guarantor’s execution, delivery and performance of
this Guaranty Agreement does not require the consent or approval of any other



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Person, including without limitation any regulatory authority or governmental body
of the United States or any state thereof or any political subdivision of the United
States or any state thereof.




     (g) Solvency. The Guarantor hereby represents that (i) it is not
insolvent as of the date hereof and will not be rendered insolvent as a result of
this Guaranty Agreement, (ii) it is not engaged in business or a transaction, or
about to engage in a business or a transaction, for which any property or assets
remaining with such Guarantor is unreasonably small capital, and (iii) it does not
intend to incur, or believe it will incur, debts that will be beyond its ability to
pay as such debts mature.



     Section 3.2 No Representation by Lenders. Neither the Lenders nor any other Person
has made any representation, warranty or statement to the Guarantor in order to induce the
Guarantor to execute this Guaranty Agreement.



ARTICLE 4




Subordination of Indebtedness




     Section 4.1 Subordination of All Guarantor Claims. As used herein, the term
“Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether
such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligation
of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or
otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract,
open account, or otherwise, and irrespective of the person or persons in whose favor such debts or
liabilities may, at their inception, have been, or may hereafter be created, or the manner in which
they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include
without limitation all rights and claims of Guarantor against Borrower arising as a result of
subrogation or otherwise as a result of Guarantor’s payment of all or a portion of the Liabilities.
Until the Liabilities shall be paid and satisfied in full and Guarantor shall have performed all
of its obligations hereunder, Guarantor shall not receive or collect, directly or indirectly, from
Borrower or any other party any amount upon the Guarantor Claims if an Event of Default exists at
the time of such receipt or collection.



     Section 4.2 Claims in Bankruptcy. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Borrower as
debtor, the Lenders shall have the right to prove their claim in any proceeding, so as to establish
its rights hereunder and receive directly from the receiver, trustee or other court custodian,
dividends and payments which would otherwise be payable upon Guarantor Claims up to the amount of
the Liabilities. Guarantor hereby assigns such dividends and payments to the Lenders up to the
amount of the Liabilities. Should the Agent or any Lender receive, for application upon the
Liabilities, any such dividend or payment which is otherwise payable to Guarantor, and which, as
between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon
payment in full of the Liabilities, Guarantor shall become subrogated to the rights of the Lenders
to the extent that such payments to the Lenders on the Guarantor Claims have contributed toward the
liquidation of the Liabilities, and such subrogation shall be with respect to that proportion of
the Liabilities which would have been
unpaid if the Agent or a Lender had not received dividends or payments upon the Guarantor Claims.



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     Section 4.3 Payments Held in Trust. In the event that notwithstanding Sections 4.1
and 4.2 above, Guarantor should receive any funds, payments, claims or distributions which is
prohibited by such Sections, Guarantor agrees to hold in trust for the Lenders an amount equal to
the amount of all funds, payments, claims or distributions so received, and agrees that it shall
have absolutely no dominion over the amount of such funds, payments, claims or distributions except
to pay them promptly to the Agent, and Guarantor covenants promptly to pay the same to the Agent.



     Section 4.4 Liens Subordinate. Guarantor agrees that any liens, security interests,
judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the
Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests,
judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the
Liabilities, regardless of whether such encumbrances in favor of Guarantor, the Agent or the
Lenders presently exist or are hereafter created or attach. Without the prior written consent of
the Lenders, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against
the Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any
action or proceeding (judicial or otherwise, including without limitation the commencement of or
joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to
enforce any lien, mortgages, deeds of trust, security interest, collateral rights, judgments or
other encumbrances on assets of Borrower held by Guarantor.



     Section 4.5 Notation of Records. All promissory notes of the Borrower accepted by or
held by Guarantor shall contain a specific written notice thereon that the indebtedness evidenced
thereby is subordinated under the terms of this Guaranty Agreement.



ARTICLE 5




Miscellaneous




     Section 5.1 Successors and Assigns. This Guaranty Agreement is and shall be in every
particular available to the respective successors and assigns of the Agent and the Lenders and is
and shall always be fully binding upon the legal representatives, heirs, successors and assigns of
Guarantor, notwithstanding that some or all of the monies, the repayment of which is guaranteed by
this Guaranty Agreement, may be actually advanced after any bankruptcy, receivership,
reorganization, death, disability or other event affecting Guarantor.



     Section 5.2 Notices. Any notice or demand to Guarantor under or in connection with
this Guaranty Agreement may be given and shall conclusively be deemed and considered to have been
given and received in accordance with Section 9.01 of the Credit Agreement, addressed to Guarantor
at the address on the signature page hereof or at such other address provided by the Guarantor to
the Agent in writing.



     Section 5.3 Construction. This Guaranty Agreement is a contract made under and shall
be construed in accordance with and governed by the laws of the State of New York.



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     Section 5.4 Invalidity. In the event that any one or more of the provisions contained
in this Guaranty Agreement shall, for any reason, be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision of
this Guaranty Agreement.



     Section 5.5 Liability of General Partner. It is hereby understood and agreed that
Enterprise Products GP, LLC, the general partner of the Guarantor, shall have no personal
liability, as general partner or otherwise, for the payment of the Liabilities or any amount owing
or to be owing hereunder.



     Section 5.6 ENTIRE AGREEMENT. This Written Guaranty Agreement Embodies the
Entire Agreement and Understanding Between the Agent, The Lenders and the Guarantor and Supersedes
All Other Agreements and Understandings Between Such Parties Relating to the Subject Matter Hereof
and Thereof. This Written Guaranty Agreement Represents the Final Agreement Between the Parties
and May Not Be Contradicted by Evidence of Prior, Contemporaneous, or Subsequent Oral Agreements of
the Parties. There Are No Unwritten Oral Agreements Between the Parties.



     Section 5.7 Submission to Jurisdiction. The Guarantor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Guaranty Agreement, or for recognition or
enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. The Guarantor agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Guaranty Agreement shall affect any right that the Administrative Agent may otherwise have to bring
any action or proceeding relating to this Guaranty Agreement against the Guarantor or its
properties in the courts of any jurisdiction. The Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection which it may now
or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Guaranty Agreement in any court referred to above. The Guarantor hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court. The Guarantor irrevocably consents
to service of process in the manner provided for notices in Section 5.2 above. Nothing in this
Guaranty Agreement will affect the right of Administrative Agent or any Lender to serve process in
any other manner permitted by law.



     SECTION 5.8 WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE GUARANTOR (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ADMINISTRATIVE AGENT, ANY LENDER OR ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,



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THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND ADMINISTRATIVE AGENT, BY ITS ACCEPTANCE HEREOF, HAVE BEEN INDUCED
TO ENTER INTO OR ACCEPT THIS GUARANTY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.



     Section 5.9 Amendment and Restatement. This Guaranty Agreement amends and restates
the Existing Guaranty in its entirety and renews and extends all Indebtedness of Guarantor
thereunder.



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     WITNESS THE EXECUTION HEREOF, as of the date first above written.



	 	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS PARTNERS L.P.,

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products GP, LLC,	 	 
	 

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bryan F. Bulawa
 

Bryan F. Bulawa
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	1100 Louisiana Street, 10th Floor

Houston, Texas 77002	 	 







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