Enterprise Products Partners L.P.

SEC Filings

10-Q
GULFTERRA ENERGY PARTNERS L P filed this Form 10-Q on 08/09/2004
Entire Document
 
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         6. Each Additional Term Loan Lender party to this Addendum hereby
acknowledges that it has received and reviewed a copy (in execution form) of the
Credit Agreement, and agrees, effective as of the Additional Term Loan Closing
Date, to:

                  (a) join the Credit Agreement as an Additional Term Loan 
Lender thereunder;

                  (b) be bound by all the terms in the Credit Agreement, other 
Loan Documents existing as of the date hereof and any other Loan Document to 
which it is a party; and

                  (c) perform all obligations required of it by the Credit
Agreement and any other Loan Document to which it is a party, including, if it
is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 4.10 of the Credit Agreement to deliver the forms
prescribed by the Internal Revenue Service of the United States certifying as to
such Additional Term Loan Lender's exemption from United States withholding
taxes with respect to all payments to be made to such Additional Term Loan
Lender under the Credit Agreement, or such other documents as are necessary to
indicate that all such payments are subject to such tax at a rate reduced by an
applicable tax treaty.

         7. Subject to Article X of the Credit Agreement, each Additional Term
Loan Lender party to this Addendum hereby irrevocably designates and appoints
JPMorgan as the Administrative Agent of such Lender under the Credit Agreement,
this Addendum and the other Loan Documents, and each such Lender irrevocably
authorizes JPMorgan, as the Administrative Agent for such Lender, to take such
action on its behalf under the provisions of the Credit Agreement, this Addendum
and the other Loan Documents and to exercise such powers and perform such duties
as are expressly delegated to the Administrative Agent by the terms of the
Credit Agreement, this Addendum and the other Loan Documents, together with such
other powers as are reasonably incidental thereto.

         8. Subject to Article XII of the Credit Agreement, each Additional Term
Loan Lender party to this Addendum hereby irrevocably designates and appoints
JPMorgan as the Collateral Agent of such Lender under the Credit Agreement, this
Addendum and the other Loan Documents, and each such Lender irrevocably
authorizes JPMorgan, as the Collateral Agent for such Lender, to take such
action on its behalf under the provisions of the Credit Agreement, this Addendum
and the other Loan Documents and to exercise such powers and perform such duties
as are expressly delegated to the Collateral Agent by the terms of the Credit
Agreement, this Addendum and the other Loan Documents, together with such other
powers as are reasonably incidental thereto.

         9. Each Additional Term Loan Lender party to this Addendum hereby
consents and agrees (i) to the provisions of the Intercreditor Agreement,
including the indemnity provisions set forth in Section 6 thereof and (ii) that
the address for notices under Section 11.2 of the Credit Agreement to such
Additional Term Loan Lender is specified in Schedule I attached hereto.

         10. THIS ADDENDUM AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

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                    SERIES B-2 ADDITIONAL TERM LOAN ADDENDUM