Exhibit 4.11
FIRST AMENDMENT AND SUPPLEMENT
TO CREDIT AGREEMENT
Dated November 6, 2001,
to be effective as of November 16, 2001
among
ENTERPRISE PRODUCTS OPERATING L.P.
The Lenders Party Hereto
FIRST UNION NATIONAL BANK,
as Administrative Agent
BANK ONE, N.A. and THE BANK OF NOVA SCOTIA,
as Co-Syndication Agents
FLEET NATIONAL BANK and
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,
as Co-Documentation Agents
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FIRST UNION SECURITIES, INC.,
As Sole Arranger and Sole Book Manager
364-Day Revolving Credit Facility
FIRST AMENDMENT AND SUPPLEMENT
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TO CREDIT AGREEMENT
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THIS FIRST AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this "First
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Amendment") is made and entered into this 6th day of November, 2001, to be
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effective as of the 16th day of November of 2001 (the "Effective Date"), among
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ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership ("Borrower");
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FIRST UNION NATIONAL BANK, as administrative agent (in such capacity, the
"Administrative Agent") for each of the lenders (the "Lenders") that is a
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signatory or which becomes a signatory to the hereinafter defined Credit
Agreement; and the Lenders.
R E C I T A L S:
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A. On November 17, 2000, the Borrower, the Lenders and the Administrative
Agent entered into a certain Credit Agreement (the "Credit Agreement") whereby,
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upon the terms and conditions therein stated, the Lenders agreed to make certain
Loans (as such term is defined in the Credit Agreement) and extend certain
credit to the Borrower.
B. Bank One, N.A. and The Bank of Nova Scotia have been appointed to act as
Co-Syndication Agents under the Credit Agreement from and after the Effective
Date of this First Amendment; and Fleet National Bank and Westdeutsche
Landesbank Girozentrale, New York Branch have been appointed to act as
Co-Documentation Agents under the Credit Agreement from and after the Effective
Date of this First Amendment.
C. First Union Securities, Inc. shall be the Sole Arranger and Sole Book
Manager under the Credit Agreement from and after the Effective Date of this
First Amendment.
D. In view of the foregoing, the Borrower, the Lenders and the
Administrative Agent mutually desire to amend certain aspects of the Credit
Agreement to, among other things, (i) extend the Availability Period for three
hundred sixty-four (364) days, and (ii) reflect the changes in the Arranger,
Book Manager, Syndication Agent and Documentation Agent.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Borrower, the Lenders and the Administrative Agent hereby
agree that the Credit Agreement shall be amended as follows:
1. Certain Definitions.
1.1 Terms Defined Above. As used in this First Amendment, the terms
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"Administrative Agent", "Borrower", "Credit Agreement", "Effective Date" and
"First Amendment", shall have the meanings indicated above.
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1.2 Terms Defined in Agreement. Unless otherwise defined herein, all
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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
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Credit Agreement are hereby amended as follows:
(a) The term "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 term "Conversion" is hereby amended in its entirety to
read as follows:
"`Conversion' means the conversion of the outstanding
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Revolving Loans to Term Loans pursuant to the terms and
conditions of Section 2.01(d), which conversion shall occur on
November 15, 2002, unless the Availability Period is extended
pursuant to Section 2.01(c)."
2.2 Additional Defined Term. Section 1.02 of the Credit Agreement is
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hereby further amended and supplemented by adding the following new definition,
which reads in its entirety as follows:
"'First Amendment' shall mean that certain First Amendment and
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Supplement to Credit Agreement dated November 6, 2001, to be effective as
of November 16, 2001, among the Borrower, the Lenders and the
Administrative Agent."
2.3 Schedule 2.01 - Commitments. Schedule 2.01 attached to the Credit
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Agreement is hereby replaced and superseded by Schedule 2.01 attached to this
First Amendment. From and after the Effective Date of this First Amendment, each
Lender's Commitment shall be as set forth on Schedule 2.01 attached to this
First Amendment.
3. Conditions Precedent. In addition to all other applicable conditions
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precedent contained in the Credit Agreement, the obligation of the Lenders 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;
(b) The Administrative Agent shall have received such other
information, documents or instruments as it or its counsel may reasonably
request.
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4. Default. Any default under this First Amendment shall constitute a
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default under the Credit Agreement.
5. Representations and Warranties. The Borrower represents and warrants to
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the Lenders and the Administrative Agent 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 First Amendment.
6. Extent of Amendments. Except as expressly herein set forth, all of the
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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.
7. Counterparts. This First Amendment may be executed in two or more
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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.
8. References. On and after the Effective Date hereof, the terms
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"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.
THIS FIRST 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 First Amendment shall benefit and bind the parties hereto, as well as
their respective assigns, successors, heirs and legal representatives.
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EXECUTED this 6/th/ day of November, 2001, effective as of the Effective
Date.
BORROWER:
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ENTERPRISE PRODUCTS OPERATING L.P.
By: Enterprise Products GP, LLC, General Partner
By: /s/ W. Xxxxxxx Xxxxxx
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Name: W. Xxxxxxx Xxxxxx
Title: Vice President and Treasurer
LENDERS AND AGENTS:
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FIRST UNION NATIONAL BANK,
Individually and as Administrative Agent
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
BANK ONE, NA (Main Office - Chicago),
Individually and as Co-Syndication Agent
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Director, Capital Markets
THE BANK OF NOVA SCOTIA, Individually and as
Co-Syndication Agent
By: /s/ X. Xxxx
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Name: X. Xxxx
Title: Assistant Agent
THE FUJI BANK, LIMITED, Individually and as
Managing Agent
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President & Manager
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FLEET NATIONAL BANK, Individually and as
Co-Documentation Agent
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Managing Director
WESTDEUTSCHE LANDESBANK
GIRONZENTRALE, NEW YORK BRANCH,
Individually and as Co-Documentation Agent
By: /s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxx
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Name: Xxxxxxx X. Xxxxxxxx Xxxx Xxxxx
Title: Associate Director Manager
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
GUARANTY BANK
By: /s/ Xxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE DAI-ICHI KANGYO BANK, LIMITED
Individually and as Managing Agent
By: /s/ Perzemek T. Blaziak
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Name: Perzemek T. Blaziak
Title: Account Officer
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BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY
By: /s/ X. Xxxxxxxxx
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Name: X. Xxxxxxxxx
Title: VP & Manager
SUNTRUST BANK,
Individually and as Managing Agent
By: /s/ Xxxxx X. Edge
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Name: Xxxxx X. Edge
Title: Director
CITIBANK, N.A.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Attorney-In-Fact
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SCHEDULE 2.01
COMMITMENTS
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Lender Commitment
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First Union National Bank $15,875,000
Bank One, NA (Main Office - Chicago) $15,000,000
Toronto Dominion (Texas), Inc. $12,500,000
Fleet National Bank $15,000,000
The Fuji Bank, Limited $9,750,000
The Dai-Ichi Kangyo Bank, Limited $5,250,000
Bank of Tokyo - Mitsubishi, Ltd., $10,000,000
Houston Agency
SunTrust Bank $13,500,000
Westdeutsche Landesbank Girozentrale, $15,000,000
New York Branch
Guaranty Bank $7,500,000
Citibank NA $10,000,000
The Bank of Nova Scotia $15,000,000
Hibernia National Bank $5,625,000
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