TO CREDIT AGREEMENT
(364-Day Credit Facility)
THIS SECOND AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this "Second Amendment") is made and
entered into as of the 24th day of April, 2002 (the "Second Amendment Effective Date"), among ENTERPRISE
PRODUCTS OPERATING L.P., a Delaware limited partnership ("Borrower"); WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union National Bank), 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 November 17, 2000, the Borrower, the Lenders and the Administrative Agent entered into a certain
Credit Agreement (as amended and supplemented by First Amendment and Supplement to Credit Agreement dated
November 6, 2001, effective as of November 16, 2001, 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. Pursuant to Section 2.01(b) of the Credit Agreement (i) the Borrower has, as of the Second Amendment
Effective Date, added Royal Bank of Canada as an additional Lender under the Credit Agreement (the "Additional
Lender"), and (ii) certain of the existing Lenders have, as of the Second Amendment Effective Date, increased
their respective Commitments (as defined in the Credit Agreement), thereby increasing the total Commitments of
the Lenders by an aggregate amount equal to $80,000,000 making the aggregate amount of the Lenders' Commitments
$230,000,000.
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 "Additional Lender",
"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. The following terms defined in Section 1.02 of the Credit
Agreement are hereby amended as follows:
PAGE 1
(a) The term "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 term "Commitment" is hereby amended in its entirety to read as follows:
"Commitment" means, with respect to each Lender, the
commitment of such Lender to make Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Exposure hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.09 and
(b) reduced or increased from time to time pursuant to Section 2.01 or assignments
by or to such Lender pursuant to Section 9.04. The amount of each Lender's
Commitment as of the Second Amendment Effective Date is set forth on Schedule 2.01
to the Second Amendment, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Commitment, as applicable. The aggregate amount of
the Lenders' Commitments as of the Second Amendment Effective Date is $230,000,000.
(c) The term "Consolidated EBITDA" is hereby amended in its entirety to read as follows:
"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 tax expense and (iii) depreciation and
amortization expense plus (b) the amount of cash dividends actually received during
such period by the Borrower or a Subsidiary (other than a Project Finance Subsidiary)
from a Project Finance Subsidiary plus (c) 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);
provided, however, for any four fiscal quarter period in which a fiscal
quarter of fiscal year 2002 is included, up to $50,000,000 in losses resulting from
hedging natural gas liquids utilizing natural gas financial instruments entered into
on or prior to the Second Amendment Effective Date shall be excluded from the
calculation of Consolidated EBITDA for such four fiscal quarter period.
PAGE 2
(d) The term "Lenders" is hereby amended in its entirety to read as follows:
"Lenders" means the Persons listed on Schedule 2.01 to the
Second Amendment and any other Person that shall have become a party hereto pursuant
to an Assignment and Acceptance or pursuant to Section 2.01(b), other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Acceptance or
pursuant to Section 2.01(c).
2.2 Additional Defined Term. Section 1.02 of the Credit Agreement is hereby further amended and
supplemented by adding the following new definition, which reads in its entirety as follows:
"Second Amendment" shall mean that certain Second Amendment and
Supplement to Credit Agreement dated as of April 24, 2002, among the Borrower, the Lenders
party thereto and the Administrative Agent.
2.3 Schedule 2.01 - Commitments. Schedule 2.01 attached to the Credit Agreement is hereby replaced
and superseded by Schedule 2.01 attached to this Second Amendment. From and after the Second Amendment Effective
Date, each Lender's Commitment shall be as set forth on Schedule 2.01 attached hereto.
2.4 Ratio of Consolidated Indebtedness to Consolidated EBITDA. 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 for the four full fiscal
quarters most recently ended to exceed 4.00 to 1.0 as of the last day of any fiscal quarter of the Borrower;
provided, however, for the four fiscal quarter period ending September 30, 2002, the Borrower's
ratio of Consolidated Indebtedness to Consolidated EBITDA shall not exceed 4.50 to 1.0 as of September 30, 2002.
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 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; 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."
3. Conditions Precedent. In addition to all other applicable conditions precedent contained in the
Credit Agreement, the obligation of the Lenders party hereto (including the Additional Lender) 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;
PAGE 3
(b) To the extent requested by the Additional Lender or by the Lenders party hereto whose Commitment will
increase as of the Second Amendment Effective Date, duly executed Notes payable to the order of such Lender
reflecting such Lender's Commitment; and
(c) The Administrative Agent shall have received such other information, documents or instruments as it or
its counsel may reasonably request.
4. 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 when made, and are true and correct in all material respects at and as of
the time of delivery of this Second Amendment.
5. 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.
6. 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 same instrument.
7. 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.
PAGE 4
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]
EXECUTED as of the Second Amendment Effective Date.
BORROWER:
ENTERPRISE PRODUCTS OPERATING L.P.
By: Enterprise Products GP, LLC , General Partner
By: /s/ W. Xxxxxxx Xxxxxx
Name: W. Xxxxxxx Xxxxxx
Title: Vice President and Treasurer
LENDERS AND AGENTS:
WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First
Union National Bank), Individually and as Administrative
Agent
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Director
BANK ONE, NA (Main Office - Chicago),
Individually and as Co-Syndication Agent
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Director
THE BANK OF NOVA SCOTIA, Individually and as Co-Syndication
Agent
By: /s/ A.S. Xxxxxxxxxx
Name: A.S. Xxxxxxxxxx
Title: Senior Manager
MIZUHO CORPORATE BANK, Ltd., Individually and as Managing
Agent
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior vice President and Manager
FLEET NATIONAL BANK, Individually and as Co-Documentation
Agent
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Managing Director
WESTDEUTSCHE LANDESBANK
GIRONZENTRALE, NEW YORK BRANCH, Individually and as
Co-Documentation Agent
By: _____________________________________________________
Name: _____________________________________________________
Title: _____________________________________________________
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
GUARANTY BANK
By: /s/ Xxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxx X. Xxxxxxxxxx
Name: Xxx X. Xxxxxxxxxx
Title: Senior Manger
BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY
By: /s/ X. Xxxxxxxxx
Name: X. Xxxxxxxxx
Title: VP and Manger
SUNTRUST BANK,
Individually and as Managing Agent
By: /s/ Xxxxx X. Edge
Name: Xxxxx X. Edge
Title: Director
CITIBANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Attorney-In-Fact
ACKNOWLEDGMENT AND RATIFICATION OF GUARANTOR
The undersigned ("Guarantor") hereby expressly (i) acknowledges the terms of the foregoing Second
Amendment and Supplement to Credit Agreement; (ii) ratifies and affirms its obligations under its Guaranty
Agreement dated as of November 17, 2000, 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 Second Amendment Effective Date.
ENTERPRISE PRODUCTS PARTNERS L.P., a Delaware limited
partnership
By: Enterprise Products GP, LLC, General Partner
By: /s/ W. Xxxxxxx Xxxxxx
Name: W. Xxxxxxx Xxxxxx
Title: Vice President and Treasurer
SCHEDULE 2.01
COMMITMENTS
Lender Commitment
Wachovia Bank, National Association $ 27,625,000
Bank One, NA (Main Office - Chicago) $ 25,000,000
Toronto Dominion (Texas), Inc. $ 12,500,000
Fleet National Bank $ 26,750,000
Mizuho Corporate Bank, Ltd. $ 15,000,000
Bank of Tokyo - Mitsubishi, Ltd., $ 10,000,000
Houston Agency
SunTrust Bank $ 23,500,000
Westdeutsche Landesbank Girozentrale, $ 15,000,000
New York Branch
Guaranty Bank $ 7,500,000
Citibank NA $ 16,500,000
The Bank of Nova Scotia $ 25,000,000
Hibernia National Bank $ 5,625,000
Royal Bank of Canada $ 20,000,000
TOTAL $230,000,000