GUARANTY AGREEMENT
Exhibit 10.2
THIS GUARANTY AGREEMENT, dated as of September 7, 2011, by ENTERPRISE PRODUCTS PARTNERS L.P.,
a Delaware limited partnership (the “Guarantor”) and ENTERPRISE PRODUCTS OPERATING LLC, a
Texas limited liability company (“Borrower”), is in favor of XXXXX FARGO 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, Borrower and Canadian Enterprise Gas Products, Ltd. (“CEGP”), have entered
into that certain Revolving Credit Agreement of even date herewith among Borrower, CEGP, as
Canadian borrower, Administrative Agent, and the Lenders party thereto (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 and CEGP 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 and
Borrower hereby agree as follows:
ARTICLE 1
General Terms
Section 1.1 Terms Defined Above. As used in this Guaranty Agreement, the terms
“Agent”, “Borrower”, “CEGP”, “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:
“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 and/or
CEGP pursuant to the Credit Agreement or this Guaranty Agreement, including
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without
limitation (i) the unpaid principal of and interest on the Revolving 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, (iii)
payment of any reimbursement obligations of the Borrower in respect of any LC
Disbursement or any other amount owed by the Borrower and/or CEGP under the Credit
Agreement, including without limitation, fees and indemnity payments, and (iv)
Borrower’s guaranty hereunder of CEGP’s Indebtedness under the Credit Agreement, 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 and/or CEGP 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
and/or CEGP 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, CEGP 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 and/or CEGP 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 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
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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 and/or CEGP 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 and/or CEGP 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 authority or power, or other defense (other than payment in full of
the Liabilities) of Borrower, CEGP or any other guarantor of the Liabilities, and shall
remain liable hereon regardless of whether Borrower, CEGP 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 and/or CEGP,
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/or CEGP, 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
Guarantor. Guarantor will, forthwith upon notice from the Agent, pay to the Agent the amount
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due
and unpaid by Borrower and/or CEGP 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 and/or CEGP’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/or CEGP 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 CEGP
or Guarantor or any Person liable on the Liabilities;
(c) Condition of Borrower, CEGP or Guarantor. The insolvency,
bankruptcy arrangement, adjustment, composition, liquidation, disability,
dissolution, death or lack of power of Borrower, CEGP 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, CEGP or Guarantor, or any sale, lease or transfer of any or
all of the assets of Borrower, CEGP or Guarantor, or any changes in the
shareholders, partners, or members of Borrower, CEGP or Guarantor; or any
reorganization of Borrower, CEGP 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,
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exceed the
amount permitted by law, the act of creating the Liabilities or any part thereof is
ultra xxxxx, the officers or representatives executing the documents
or otherwise creating the Liabilities acted in excess of their authority, the
Liabilities violate applicable usury laws, the Borrower and/or CEGP has valid
defenses (other than payment in full of the Liabilities), claims or offsets (whether
at law, in equity or by agreement) which render the Liabilities wholly or partially
uncollectible from Borrower and/or CEGP, 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 and/or CEGP 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 and/or CEGP 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
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benefits of, the validity, enforceability, collectability or value of any collateral
for the Liabilities;
(j) Payments Rescinded. Any payment by Borrower and/or CEGP to the
Lenders is held to constitute a preference under the bankruptcy laws, or for any
reason the Lenders are required to refund such payment or pay such amount to
Borrower, CEGP 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. Enterprise Products Partners, L.P. is a limited
partnership, and Borrower is a limited liability company, duly organized and legally
existing under the laws of the jurisdiction of its organization 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).
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(e) No Legal Bar. This Guaranty Agreement will not violate any
provisions of Guarantor’s organizational documents 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
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 and/or CEGP to
Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or
whether the obligation of Borrower and/or CEGP 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 and/or CEGP 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, CEGP 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
and/or CEGP 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
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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/or CEGP 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.
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 or CEGP’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 or CEGP’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 and/or CEGP, 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 or CEGP held by Guarantor.
Section 4.5 Notation of Records. All promissory notes of the Borrower and/or CEGP
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
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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.
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 and Manager. It is hereby understood and
agreed that neither Enterprise Products Holdings LLC, the general partner of the Guarantor, nor
Enterprise Products OLPGP, Inc., the manager of the Borrower, shall have any personal liability, as
general partner, manager 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
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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, 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.
WITNESS THE EXECUTION HEREOF, as of the date first above written.
| ENTERPRISE PRODUCTS PARTNERS L.P., a Delaware limited partnership |
||||
| By: | Enterprise Products Holdings LLC, General Partner |
|||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Senior Vice President and Treasurer | ||||
| 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 |
||||
Borrower hereby irrevocably and unconditionally guarantees in favor of the Agent for the benefit of
the Lenders the prompt payment of the Liabilities of CEGP when due, whether at maturity or
otherwise. The foregoing guaranty is made pursuant to, and shall be governed by, all terms and
conditions of this Guaranty Agreement, and Borrower, in addition to and not in replacement or
substitution of Enterprise Products Partners L.P., shall be deemed to be a “Guarantor” hereunder
with respect to all such guaranteed Liabilities of CEGP for all purposes, and Borrower hereby
agrees to be bound by the terms hereof with respect thereto in all respects and for all intents and
purposes hereof.
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| ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company |
||||
| By: | Enterprise Products OLPGP, Inc., its Manager | |||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Senior Vice President and Treasurer | ||||
| 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 |
||||
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