Amendment To Credit Agreement

FIRST AMENDMENT TO CREDIT AGREEMENT (364-Day Revolving Credit Facility)

EXHIBIT 4.3

FIRST AMENDMENT TO CREDIT AGREEMENT
(364-Day Revolving Credit Facility)

        THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of the 22nd day of December, 2003, (the “First 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 October 30, 2003, the Borrower, the Lenders and the Administrative Agent entered into a certain Credit Agreement (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 further 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 First Amendment, the terms “Administrative Agent,” “Borrower,” “Credit Agreement,” “First Amendment” and “First 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 Section1.02 of the Credit Agreement, is hereby amended to mean the Credit Agreement, as amended and supplemented by this First Amendment and as the same may from time to time be further amended or supplemented.

        (b)    The pricing grid set forth in the definition of “Applicable Rate” as defined in Section 1.02 of the Credit Agreement is hereby amended in its entirety to read as follows:







Index Debt Ratings:
(Moody’s/S&P)
Eurodollar
Spread
ABR
Spread
Facility Fee Rate
Category 1 greater than or equal to A3/A- 0.415% 0.0% 0.085%
Category 2 greater than or equal to Baa1/BBB+ 0.525% 0.0% 0.100%
Category 3 greater than or equal to Baa2/BBB 0.625% 0.0% 0.125%
Category 4 greater than or equal to Baa3/BBB- 0.825% 0.0% 0.175%
Category 5 greater than or equal to Ba1/BB+ 1.050% 0.0% 0.200%
Category 6 <Ba1/BB+ 1.250% 0.0% 0.250%

        2.2    Additional Defined Term. Section1.02 of the Credit Agreement is hereby further amended and supplemented by adding the following new definitions, which read in their entirety as follows:

        “First Amendment” means that certain First Amendment to Credit Agreement dated as of December 22, 2003, among the Borrower, the Lenders party thereto and the Administrative Agent.

        “First Amendment Effective Date” means December 22, 2003.

        2.3    Debt to EBITDA Ratio. Section 6.07(b) of the Credit Agreement is hereby amended in its entirety to read as follows:

  (b) 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 (including, without limitation, the four fiscal quarter period ending December 31, 2003) to exceed:

    5.25 to 1.00 as of December 31, 2003 and as of March 31, 2004; and

    4.75 to 1.00 as of June 30, 2004 and as of the last day of any fiscal quarter of the Borrower thereafter.

  For purposes of calculating such ratio the Project Finance Subsidiaries shall be disregarded. For purposes of this Section 6.07(b), 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.



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        2.4    Conditions Precedent. In addition to all other applicable conditions precedent contained in the Credit Agreement, the obligation of the Lenders party hereto and the Administrative Agent to enter into this First Amendment shall be conditioned upon the following conditions precedent:

        (a)     The Administrative Agent shall have received a copy of this First Amendment, duly completed and executed by the Borrower and the Required Lenders; and acknowledged and ratified by the Limited Partner;

        (b)     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 First 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 First 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 same instrument.

6.       References. On and after the First 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 First Amendment.

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

        THIS FIRST AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE OTHER LOAN DOCUMENTS REPRESENT THE



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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 First 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 First Amendment Effective Date.

     
  BORROWER:
 
  ENTERPRISE PRODUCTS OPERATING L.P.
 
  By Enterprise Products OLPGP, Inc.,
General Partner
 
  By: /s/ W. Randall Fowler
    Name:  W. Randall
Title:    Vice President & Treasurer
 
  LENDERS AND AGENTS:
 
  WACHOVIA BANK, NATIONAL
ASSOCIATION,
individually and as Administrative Agent
 
  By /s/ Russell Clingman
    Name:  Russell Clingman
Title:    Director
 
  BANK ONE, NA (Main Office-Chicago),
individually and as Syndication Agent
 
  By /s/ Kenneth J. Fatur
    Name:  Kenneth J. Fatur
Title:    Director, Capital Markets
 
  ROYAL BANK OF CANADA,
individually and as Co-Documentation Agent
 
  By /s/ Tom J. Oberaigner
    Name:  Tom J. Oberaigner
Title:    Attorney-in-Fact
 
  THE BANK OF NOVA SCOTIA,
individually and as Co-Documentation Agent
 
  By /s/ N. Bell
    Name:  N. Bell
Title:    Senior Manager


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  SUNTRUST BANK,
individually and as Co-Documentation Agent
 
  By /s/ David J. Edge
    Name:  David J. Edge
Title:    Director
 
  AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
 
  By /s/ Martin Cleaver
    Name:  Martin Cleaver
Title:    Chief Operating Officer - USA
 
  BMO NESBITT BURNS FINANCING, INC.
 
  By /s/ Cahal B. Carmody
    Name:  Cahal B. Carmody
Title:    Vice President
 
  BANK OF TOKYO - MITSUBISHI, LTD.,
HOUSTON AGENCY
 
  By /s/ John W. McGhee
    Name:  John W. McGhee
Title:    Vice President & Manager
 
  BARCLAYS BANK PLC
 
  By /s/ Nicholas A Bell
    Name:  Nicholas A. Bell
Title:    Director
             Loan Transaction Management
 
  BNP PARIBAS
 
  By /s/ J. Onischuk
    Name:  J. Onischuk
Title:    Director
 
  By /s/ Greg Smothers
    Name:  Greg Smothers
Title:    Vice President


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  CITIBANK, N.A.
 
  By /s/ Todd J. Mogil
    Name:  Todd J. Mogil
Title:    Attorney-in-Fact
       
  DEN NORSKE BANK ASA
 
  By /s/ Peter M. Dodge
/s/ Nils Fykse
    Name:  Peter M. Dodge
Title:    First Vice President
Nils Fykse
Senior Vice
President
     
  FLEET NATIONAL BANK
 
  By /s/ Mark Serice
    Name:  Mark Serice
Title:    Vice President
 
  GUARANTY BANK
 
  By /s/ Jim R. Hamilton
    Name:  Jim R. Hamilton
Title:    Senior Vice President
 
  HIBERNIA NATIONAL BANK
 
  By /s/ Corwin Dupree
    Name:  Corwin Dupree
Title:    Asst. Vice President
 
  KEY BANK NATIONAL ASSOCIATION
 
  By /s/ Keven D. Smith
    Name:  Keven D. Smith
Title:    Vice President
 
  MIZUHO CORPORATE BANK, LTD.
 
  By /s/ Jun Shimmachi
    Name:  Jun Shimmachi
Title:    Vice President


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  UBS LOAN FINANCE LLC
 
/s/ Wilfred V. Saint
By /s/ Joselin Fernandes
Wilfred V. Saint
Associate Director, Banking
Products Services, US
  Name:  Joselin Fernandes
Title:     Associate Director, Banking
Products Services, US
 
  WESTLB AG, NEW YORK BRANCH
 
  By /s/ Salvatore Battinelli
    Name:  Salvatore Battinelli
Title:    Managing Director
Credit Department
 
  By /s/ Jeffrey S. Davidson
    Name:  Jeffrey S. Davidson
Title:    Associate Director






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ACKNOWLEDGMENT AND RATIFICATION OF GUARANTOR

        The undersigned (“Guarantor”) hereby expressly (i)acknowledges the terms of the foregoing First Amendment and Supplement to Credit Agreement; (ii)ratifies and affirms its obligations under its Guaranty Agreement dated as of October 30, 2003, 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 spaces provided below, to be effective as of the First Amendment Effective Date.

     
  ENTERPRISE PRODUCTS PARTNERS L.P.,
a Delaware limited partnership
 
  By: Enterprise Products GP, LLC,
General Partner
 
  By /s/ W. Randall Fowler
    Name:  W. Randall Fowler
Title:    Vice President & Treasurer








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