exv4w3



 







EXHIBIT 4.3




SECOND AMENDMENT TO

MULTI-YEAR REVOLVING CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO MULTI-YEAR REVOLVING CREDIT AGREEMENT (this “Second
Amendment”) is made and entered into as of the 22nd day of June, 2006 (the
“Second Amendment Effective Date”), among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware
limited partnership (“Borrower”); WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative
agent (in such capacity, the “Administrative Agent”) for each of the lenders (the
“Lenders”) that is a signatory or which becomes a signatory to the hereinafter defined
Credit Agreement; and the Lenders party hereto.



R E C I T A L S:




     A. On August 25, 2004, the Borrower, the Lenders and the Administrative Agent entered into a
certain Multi-Year Revolving Credit Agreement, amended by that certain First Amendment to
Multi-Year Revolving Credit Agreement dated October 5, 2005 (the “Credit Agreement”)
whereby, upon the terms and conditions therein stated, the Lenders agreed to make certain Loans (as
defined in the Credit Agreement) and extend certain credit to the Borrower.



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



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



     1. Certain Definitions.



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



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



     2. Amendments to Credit Agreement.



     2.1 Defined Terms.



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



     (b) The definition of “Consolidated Net Worth” as defined in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:




     “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)



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capital in excess of par value of common stock, (v) partners’ capital or equity, and
(vi) retained earnings, less treasury stock (if any), of such Person, all as determined on a
consolidated basis.



     2.2 Additional Defined Terms. Section 1.01 of the Credit Agreement is hereby further
amended and supplemented by adding the following new definitions, which read in their entirety as
follows:




     “Commercial Operation Date” means the date on which a Material Project is
substantially complete and commercially operable.




     “Consolidated Total Capitalization” means the sum of (i) Consolidated
Indebtedness and (ii) Borrower’s Consolidated Net Worth.




     “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.




     “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 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.



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     “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.




     “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:



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     (a) not later than 30 days prior to the delivery of any certificate required by
the terms and provisions of Section 5.01(e) to the extent Material Project EBITDA
Adjustments will be made to Consolidated EBITDA in determining compliance with
Section 6.07(b), 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).




     “Second Amendment” means that certain Second Amendment to Multi-Year Revolving
Credit Agreement dated as of June 22, 2006, among the Borrower, the Lenders party thereto
and the Administrative Agent.




     “Second Amendment Effective Date” means June 22, 2006.



     2.3 Eurodollar Revolving Borrowings. The reference to “six Eurodollar Revolving
Borrowings” set forth in the proviso at the end of the last sentence of Section 2.02(c) of the
Credit Agreement is hereby amended in its entirety to refer instead to “twelve Eurodollar Revolving
Borrowings”.



     2.4 Swingline Loans.



     (a) The reference to “outstanding Swingline Loans exceeding $20,000,000” set forth in
subclause (i) of the first sentence of Section 2.05(a) of the Credit Agreement is hereby amended in
its entirety to refer instead to “outstanding Swingline Loans exceeding $75,000,000”.



     (b) The second sentence of Section 2.02(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:




Each Swingline Loan shall (i) prior 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.



     (c) Section 2.13(a) of the Credit Agreement is hereby amended in its entirety to read as
follows:




     (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



4









 







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.



     2.5 Restrictive Agreements. Section 6.06 of the Credit Agreement is hereby amended
and supplemented by adding a new clause (xiii) at the end thereof, to read as follows:




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.



     2.6 Financial Covenants. Section 6.07(b) of the Credit Agreement is hereby amended
and supplemented by adding a new paragraph at the end thereof, to read as follows:




In addition, for purposes of this Section 6.07(b), 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.



     2.7 Swingline Loan Note. Exhibit I to the Credit Agreement is hereby amended in its
entirety to read as set forth on Exhibit I attached hereto.



     2.8 Extension of Maturity Date. Borrower has, pursuant to Section 2.01(c) of the
Credit Agreement requested a one-year extension of the Maturity Date and that the notice
requirement with respect thereto be waived. Each Lender a party hereto hereby consents to a
one-year extension of the Maturity Date to October 5, 2011 and waives the notice requirement set
forth in such Section 2.01(c) with respect thereto. Furthermore, each Lender a party hereto hereby
agrees that following the effectiveness hereof, Borrower shall continue to have the right to make
up to two (2) additional requests for one-year extensions of the Maturity Date under Section
2.01(c).



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



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



     (b) The Administrative Agent shall have received favorable written opinions (addressed to the
Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of Richard
Bachmann, in-house counsel for Borrower and the Limited Partner, and Bracewell & Giuliani LLP,
counsel for Borrower and the Limited Partner, substantially in the forms delivered in connection
with the First Amendment and reasonably satisfactory to the Administrative Agent and its counsel.



     (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



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and existence of the Borrower and the Limited Partner, (2) the authorization of this Second
Amendment and any other legal matters relating to the Borrower, this Second Amendment or the Credit
Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its
counsel, and (3) with respect to the Limited Partner, the authorization of the Ratification and
Acknowledgement of Limited Partner attached hereto, and any other legal matters relating to the
Limited Partner.



     (d) The Swingline Lender shall have received a swingline loan note, duly completed and
executed by the Borrower.



     (e) The Administrative Agent shall have received a certificate, dated the Second Amendment
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 of the Credit Agreement, as amended hereby, and Section 2.9(g) hereof.



     (f) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the Second Amendment 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.



     (g) As of the Second Amendment Effective Date, no Material Adverse Change exists.



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



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



     (a) there exists no Default or Event of Default, or any condition or act which constitutes, or
with notice or lapse of time or both would constitute, an Event of Default under the Credit
Agreement, as hereby amended and supplemented;



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



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



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



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



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



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



     THIS SECOND AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




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



[Signatures Begin on Next Page]




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     EXECUTED as of the Second Amendment Effective Date.



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products OLPGP, Inc.,	 	 
	 

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Randall Fowler	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	W. Randall Fowler	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 






 









 





	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK,	 	 
	 	 	NATIONAL ASSOCIATION,	 	 
	 	 	Individually, as Administrative Agent,


as Issuing Bank and as Swingline Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shannan Townsend	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Shannan Townsend	 	 
	 

	 	Title:
	 	Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A.	 	 
	 	 	Individually and as Co-Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd J. Mogil	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Todd J. Mogil	 	 
	 

	 	Title:
	 	Attorney-in-Fact	 	 






 









 





	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,	 	 
	 	 	Individually and as Co-Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dianne L. Russell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dianne L. Russell	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD.,	 	 
	 	 	Individually and as Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Raymond Ventura	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Raymond Ventura	 	 
	 

	 	Title:
	 	Deputy General Manager	 	 






 









 





	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK,	 	 
	 	 	Individually and as Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Panos	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Peter Panos	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,	 	 
	 	 	Individually and as Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ V. H. Gibson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	V. H. Gibson	 	 
	 

	 	Title:
	 	Assistant Agent	 	 






 









 





	 	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC,	 	 
	 	 	Individually and as a Senior Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nicholas Bell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nicholas Bell	 	 
	 

	 	Title:
	 	Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	BAYERISCHE HYPO-UND VEREINSBANK	 	 
	 	 	AG, NEW YORK BRANCH, Individually and as	 	 
	 	 	a Senior Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yoram Dankner	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Yoram Dankner	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shannon Batchman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Shannon Batchman	 	 
	 

	 	Title:
	 	Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS FINANCING, INC.,	 	 
	 	 	Individually and as a Senior Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cahal Carmody	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Cahal Carmody	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND plc,	 	 
	 	 	Individually and as a Senior Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Main	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Matthew Main	 	 
	 

	 	Title:
	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	Individually and as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Zewditu Menelik	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Zewditu Menelik	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ,	 	 
	 	 	LTD., HOUSTON AGENCY,	 	 
	 	 	Individually and as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kelton Glasscock	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kelton Glasscock	 	 
	 

	 	Title:
	 	Vice President & Manager	 	 






 









 





	 	 	 	 	 	 	 
	 	 	BNP PARIBAS,	 	 
	 	 	Individually and as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Onischuk	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	J. Onischuk	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Greg Smothers	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Greg Smothers	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.,	 	 
	 	 	Individually and as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Janine M. Shugan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Janine M. Shugan	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 
	 	 	MORGAN STANLEY BANK,	 	 
	 	 	Individually and as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Twenge	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Daniel Twenge	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC,	 	 
	 	 	Individually and as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard L. Tavrow	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard L. Tavrow	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Irja R. Otsa	 	 
	 

	 	Title:
	 	Associate Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	SOCIETE GENERALE,	 	 
	 	 	Individually and as Co-Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen W. Warfel	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen W. Warfel	 	 
	 

	 	Title:
	 	Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,	 	 
	 	 	a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pedro Ramirez	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Pedro Ramirez	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 
	 	 	ING CAPITAL LLC, a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Ennis	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard Ennis	 	 
	 

	 	Title:
	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING	 	 
	 	 	CORPORATION, a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William M. Ginn	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William M. Ginn	 	 
	 

	 	Title:
	 	General Manager	 	 






 









 





	 	 	 	 	 	 	 
	 	 	BAYERISCHE LANDESBANK,	 	 
	 	 	NEW YORK BRANCH,	 	 
	 	 	Individually and as Co-Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Christenson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen Christenson	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Norman McClave	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Norman McClave	 	 
	 

	 	Title:
	 	First Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	DNB NOR BANK ASA,	 	 
	 	 	Individually and as Co-Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip F. Kurpiewski	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Philip F. Kurpiewski	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Giacomo Landi	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Giacomo Landi	 	 
	 

	 	Title:
	 	First Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA,	 	 
	 	 	Individually and as Co-Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David McCluskey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David McCluskey	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis Alder	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Louis Alder	 	 
	 

	 	Title:
	 	Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK,	 	 
	 	 	NATIONAL ASSOCIATION, a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jo Ann Vasquez	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jo Ann Vasquez	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	CAPITAL ONE, N.A., a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nancy G. Morages	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nancy G. Morages	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






 









 





EXHIBIT A




ACKNOWLEDGMENT AND RATIFICATION OF GUARANTOR




     The undersigned (“Guarantor”) hereby expressly (i) acknowledges the terms of the
foregoing Second Amendment to Multi-Year Revolving Credit Agreement; (ii) ratifies and affirms its
obligations under its Guaranty Agreement dated as of August 25, 2004, in favor of the
Administrative Agent; (iii) acknowledges, renews and extends its continued liability under said
Guaranty Agreement and Guarantor hereby agrees that its Guaranty Agreement remains in full force
and effect; and (iv) guarantees to the Administrative Agent the prompt payment when due of all
amounts owing or to be owing by it under its Guaranty Agreement pursuant to the terms and
conditions thereof, as modified hereby.



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



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

	 	By:
	 	Enterprise Products GP, LLC,	 	 
	 

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Randall Fowler	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	W. Randall Fowler	 	 
	 

	 	 	 	Senior Vice President and Treasurer	 	 






 









 





EXHIBIT I




FORM OF

SWINGLINE LOAN NOTE

(Multi-Year Credit Facility)




			
	$75,000,000.00
	 	June 22, 2006






     ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (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
Multi-Year Revolving Credit Agreement dated as of August 25, 2004, by and among the Borrower,
Wachovia Bank, National Association, individually, as Administrative Agent, Issuing Bank and
Swingline Lender, Citibank, N.A. and JPMorgan Chase Bank, individually and as Co-Syndication
Agents, Mizuho Corporate Bank, Ltd., SunTrust Bank and The Bank of Nova Scotia, individually and as
Co-Documentation Agents, 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 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 general partner
of the Borrower, shall have no personal liability, as general partner 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 L.P.	 	 
	 
	 

	 	By:
	 	Enterprise Products OLPGP, Inc.,	 	 
	 

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 





SCHEDULE A




TO

SWINGLINE LOAN NOTE



This note evidences the Swingline Loans owed to the Swingline 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