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Term Loan Credit Agreement

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TERM LOAN CREDIT AGREEMENT



dated as of



April 1, 2009



among






ENTERPRISE PRODUCTS OPERATING LLC





The Lenders Party Hereto







MIZUHO CORPORATE BANK, LTD.

as Administrative Agent





$200,000,000 Senior Credit Facility



______________________________



MIZUHO CORPORATE BANK, LTD.,

as Sole Lead Arranger

























TABLE OF CONTENTS


ARTICLE I Definitions 1
Section 1.01 Defined Terms 1
Section 1.02 Terms Generally 17
Section 1.03 Accounting Terms; GAAP 17
ARTICLE II The Credits 17
Section 2.01 Commitments 17
Section 2.02 Loans and Interest 17
Section 2.03 Requests for initial Loan 18
Section 2.04 Funding of Loans 18
Section 2.05 Repayment of Loans; Evidence of Debt 18
Section 2.06 Prepayment of Loans 19
Section 2.07 Fees 19
Section 2.08 Interest 20
Section 2.09 Alternate Rate of Interest 21
Section 2.10 Illegality; Increased Costs 21
Section 2.11 Break Funding Payments 22
Section 2.12 Taxes 22
Section 2.13 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 24
Section 2.14 Mitigation Obligations; Replacement of Lenders 25
Section 2.15 Separateness 26
ARTICLE III Representations and Warranties 26
Section 3.01 Organization; Powers 27
Section 3.02 Authorization; Enforceability 27
Section 3.03 Governmental Approvals; No Conflicts 27
Section 3.04 Financial Condition 27
Section 3.05 Litigation and Environmental Matters 27
Section 3.06 Compliance with Laws 28
Section 3.07 Investment Company Status 28
Section 3.08 Taxes 28
Section 3.09 ERISA 28
Section 3.10 Disclosure 28
Section 3.11 Subsidiaries 29
Section 3.12 Margin Securities 29
ARTICLE IV Conditions 29
Section 4.01 Effective Date 29
Section 4.02 Each Credit Event 30
ARTICLE V Affirmative Covenants 31


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Section 5.01 Financial Statements and Other Information 31
Section 5.02 Notices of Material Events 32
Section 5.03 Existence; Conduct of Business 32
Section 5.04 Maintenance of Properties; Insurance 32
Section 5.05 Books and Records; Inspection Rights 32
Section 5.06 Compliance with Laws 32
Section 5.07 Use of Proceeds 32
Section 5.08 Environmental Matters 33
Section 5.09 ERISA Information 33
Section 5.10 Taxes 33
ARTICLE VI Negative Covenants 33
Section 6.01 Indebtedness 34
Section 6.02 Liens 34
Section 6.03 Fundamental Changes 35
Section 6.04 Investment Restriction 35
Section 6.05 Restricted Payments 35
Section 6.06 Restrictive Agreements 36
Section 6.07 Financial Condition Covenant. 37
ARTICLE VII Events of Default 38
ARTICLE VIII The Administrative Agent 41
ARTICLE IX Miscellaneous 43
Section 9.01 Notices 43
Section 9.02 Waivers; Amendments 44
Section 9.03 Expenses; Indemnity; Damage Waiver 45
Section 9.04 Successors and Assigns 46
Section 9.05 Survival 48
Section 9.06 Counterparts; Integration; Effectiveness 48
Section 9.07 Severability 49
Section 9.08 Right of Setoff 49
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process 49
Section 9.10 WAIVER OF JURY TRIAL 50
Section 9.11 Headings 50
Section 9.12 Confidentiality 50
Section 9.13 Interest Rate Limitation 50
Section 9.14 Liability of Manager 51
Section 9.15 USA Patriot Act Notice 51


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SCHEDULES:


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 Opinion of Richard Bachmann, in-house counsel for Borrower and EPD
Exhibit D Form of Opinion of Bracewell & Giuliani LLP, Borrower's and EPD's Counsel
Exhibit E Form of Promissory Note
Exhibit F Compliance Certificate


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TERM LOAN CREDIT AGREEMENT dated as of April 1, 2009, among ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company; the LENDERS party hereto; and MIZUHO CORPORATE BANK, LTD., as Administrative Agent.



W I T N E S S E T H



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



ARTICLE I



Definitions



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



" Administrative Agent " means Mizuho Corporate Bank, Ltd., 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 Term Loan Credit Agreement dated April 1, 2009, among Enterprise Products Operating LLC, a Texas limited liability company; the Lenders party hereto; and Mizuho Corporate Bank, Ltd., as Administrative Agent; as amended, extended or otherwise modified from time to time.



" Applicable Percentage " means, with respect to all payments, computations and other matters relating to the Commitment or Loans of any Lender, the percentage obtained by dividing (a) the Exposure of that Lender by (b) the aggregate Exposure of all Lenders.



" Applicable Rate " means 2.875%.



" 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











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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.



" 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, all Loans made, or continued on the same date and as to which a single Interest Period is in effect. For purposes of this Agreement, all Loans shall constitute a single Borrowing.



" Borrowing Request " means a request by the Borrower for the initial Loan 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











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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, for purposes of Section 2.10(b) , by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.



" 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 or otherwise fund any Loan and " Commitments " means such commitments of all Lenders in the aggregate. 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 $200,000,000.



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



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



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











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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 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











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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.



" 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 April 1, 2009 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 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.











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



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



" Excluded Taxes " means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the











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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 2.14(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 2.12(e) .



" Exposure " means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Commitments, that Lender's Commitment; and (ii) after the termination of the Commitments, the sum of the aggregate outstanding principal amount of the Loans of that Lender.



" 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.



" 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
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