UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

ENTERPRISE PRODUCTS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		1-14323 (Commission File Number)		76-0568219 (I.R.S. Employer Identification No.)

1100 Louisiana, 10th Floor, Houston, Texas (Address of Principal Executive Offices)		77002 (Zip Code)

Registrant’s Telephone Number, including Area Code: (713) 381-6500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement.

First Amendment to Amended and Restated Revolving Credit Agreement

     On October 22, 2010, Enterprise Products Operating LLC, a Texas limited liability company (“EPO”) and an indirect wholly owned subsidiary of Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”), entered into a First Amendment to Amended and Restated Revolving Credit Agreement (the “First Amendment”), among EPO, as Borrower; the financial institutions party thereto; and Wells Fargo Bank, National Association, successor-by-merger to 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 Amended and Restated Revolving Credit Agreement, dated as of November 19, 2007, among the Borrower, the Lenders and the Administrative Agent.

     The First Amendment amends certain defined terms, including “Change of Control” and “GP LLC,” in connection with potential changes in the Partnership’s general partner, including if EPE Holdings, LLC, a Delaware limited liability company, becomes the general partner of the Partnership in connection with the proposed merger of Enterprise GP Holdings L.P., a Delaware limited partnership, with a wholly owned subsidiary of the Partnership.

     The description of the First Amendment in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the First Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.				Description
	10.1			First Amendment to Amended and Restated Revolving Credit Agreement, dated as of October 22, 2010, by and among Enterprise Products Operating LLC, as Borrower, Wells Fargo Bank, National Association, successor-by-merger to Wachovia Bank, National Association, as Administrative Agent, and the Lenders Party thereto.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Exhibit No.				Description
	10.1			First Amendment to Amended and Restated Revolving Credit Agreement, dated as of October 22, 2010, by and among Enterprise Products Operating LLC, as Borrower, Wells Fargo Bank, National Association, successor-by-merger to Wachovia Bank, National Association, as Administrative Agent, and the Lenders Party thereto.

Exhibit 10.1

FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of the 22nd day of October, 2010 (the “First Amendment Effective Date”), among ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company (“Borrower”); WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to 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 November 19, 2007, the Borrower, the Lenders and the Administrative Agent entered into a certain Amended and Restated Revolving 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 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 Section 1.01 of the Credit Agreement, is hereby amended to mean the Credit Agreement, as amended by this First Amendment and as the same may from time to time be further amended or supplemented.

     (b) Clause (x) of the last paragraph of the definition of “Change in Control” in Section 1.01 of the Credit Agreement, is hereby amended by adding the following parenthetical at the end thereof: “(or, if EPE Holdings, LLC is the general partner of EPD, is a member of such board of directors as of the date EPE Holdings, LLC became such general partner)”.

     (c) The term “GP LLC” as defined in Section 1.01 of the Credit Agreement, is hereby amended in its entirety to read as follows:

     “GP LLC” means, as applicable, (i) Enterprise Products GP, LLC, a Delaware limited liability company, which as of the First Amendment Effective Date is the general partner of EPD or (ii) EPE Holdings, LLC, a Delaware limited liability company, which is to become the general partner of EPD after the First Amendment Effective Date.

     2.2 Notices. Section 9.01(b), (c) and (d) of the Credit Agreement are hereby amended in their entirety to read as follows:

     (b) if to the Administrative Agent, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd., Charlotte, NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706), with a copy to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC 28288, MAC D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482);

     (c) if to the Issuing Bank, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd., Charlotte, NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706), with a copy to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC 28288, MAC D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482);

     (d) if to the Swingline Lender, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd., Charlotte, NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706), with a copy to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC 28288, MAC D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482); and

     2.3 Conditions Precedent. 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 Required Lenders; and acknowledged and ratified by EPD pursuant to a duly executed Acknowledgement and Ratification in the form of Exhibit A attached hereto.

     (b) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced prior to closing, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

     (c) As of the First Amendment Effective Date, no Material Adverse Change exists.

     (d) The Administrative Agent shall have received such other information, documents or instruments as it or its counsel may reasonably request.

     2.4 Effectiveness. Subject to the satisfaction of the conditions precedent set forth in Section 2.3 hereof, this First Amendment shall be effective as of the First Amendment Effective Date.

     3. Representations and Warranties. The Borrower represents and warrants that:

     (a) there exists no Default or Event of Default under the Credit Agreement, as hereby amended;

     (b) the Borrower has performed and complied with all covenants, agreements and conditions contained in the Credit Agreement, as hereby amended, 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, 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, in each case, 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 the 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 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 DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH 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.

[Signatures Begin on Next Page]

     EXECUTED as of the First Amendment Effective Date.

		BORROWER:
		ENTERPRISE PRODUCTS OPERATING LLC,
		a Texas limited liability company
		By:		Enterprise Products OLPGP, Inc.,
				its sole Manager
		By		/s/ Bryan F. Bulawa
				Bryan F. Bulawa
				Senior Vice President and Treasurer

		S-1		Enterprise First Amendment

		WELLS FARGO BANK,
		NATIONAL ASSOCIATION,
		successor-by-merger to Wachovia Bank, National
		Association, individually, as Administrative Agent,
		as Issuing Bank and as Swingline Lender
		By:		/s/ Shannan Townsend
				Name: Shannan Townsend
				Title:   Managing Director
		CITIBANK, N.A.
		as Co-Syndication Agent and a Lender
		By:		/s/ Andrew Sidford
				Name: Andrew Sidford
				Title: Vice President
		JPMORGAN CHASE BANK,
		as Co-Syndication Agent and a Lender
		By:
				Name:
				Title:
		MIZUHO CORPORATE BANK, LTD., a Lender
		By:		/s/ Leon Mo
				Name: Leon Mo
				Title:   Authorized Signatory
		SUNTRUST BANK, a Lender
		By:		/s/ Carmen Malizia
				Name: Carmen Malizia
				Title:   Vice President
		THE BANK OF NOVA SCOTIA, a Lender
		By:		/s/ G. George
				Name: G. George
				Title:   Managing Director
		BARCLAYS BANK PLC, a Lender
		By:		/s/ May Huang
				Name: May Huang
				Title:   Assistant Vice President

		S-2		Enterprise First Amendment

		BAYERISCHE HYPO-UND VEREINSBANK
		AG, NEW YORK BRANCH, a Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		THE ROYAL BANK OF SCOTLAND plc,
		a Lender
		By:		/s/ Matthew Main
				Name: Matthew Main
				Title: Managing Director
		BANK OF AMERICA, N.A., a Lender
		By:		/s/ William W. Stevenson
				Name: William W. Stevenson
				Title: Vice President
		THE BANK OF TOKYO-MITSUBISHI UFJ,
		LTD., HOUSTON AGENCY, a Lender
		By:		/s/ William S. Rogers
				Name: William S. Rogers
				Title: Authorized Signatory
		BNP PARIBAS, a Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		MORGAN STANLEY BANK, a Lender
		By:		/s/ Scott Taylor
				Name: Scott Taylor
				Title: Authorized Signatory

		S-3		Enterprise First Amendment

		UBS AG, Stamford Branch, a Lender
		By:		/s/ Irja R. Otsa
				Name:	Irja R. Otsa
				Title:	Associate Director
		By:		/s/ Mary E. Evans
				Name:	Mary E. Evans
				Title:	Associate Director
		SOCIETE GENERALE, a Lender
		By:		/s/ Stephen W. Warfel
				Name:	Stephen W. Warfel
				Title:	Managing Diretor
		DEUTSCHE BANK AG, a Lender
		By:		/s/ Philippe Sandmeier
				Name:	Philippe Sandmeier
				Title:	Managing Director
		By:		/s/ Oliver Schwarz
				Name:	Oliver Schwarz
				Title:	Director
		ING CAPITAL LLC, a Lender
		By:		/s/ Richard Ennis
				Name:	Richard Ennis
				Title:	Managing Director
		SUMITOMO MITSUI BANKING CORPORATION,
		a Lender
		By:		/s/ Masakazu Hasegawa
				Name:	Masakazu Hasegawa
				Title:	General Manager
		BAYERISCHE LANDESBANK,
		NEW YORK BRANCH, a Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:

		S-4		Enterprise First Amendment

		DNB NOR BANK ASA, a Lender
		By:		/s/ Sanjiv Nayar
				Name: Sanjiv Nayar
				Title: Senior Vice President
		By:		/s/ Marcus Wendehog
				Name: Marcus Wendehog
				Title: First Vice President            Associate General Counsel (Americas)
		ROYAL BANK OF CANADA, a Lender
		By:		/s/ Jason York
				Name: Jason York
				Title: Authorized Signatory
		WILLIAM STREET COMMITMENT
		CORPORATION, a Lender
		By:		/s/ John Makrinos
				Name: John Makrinos
				Title: Authorized Signatory
		CAPITAL ONE, N.A., a Lender
		By:		/s/ Peter Shen
				Name: Peter Shen
				Title: Vice President
		BANK HAPOALIM B.M., a Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		CREDIT SUISSE, CAYMAN ISLANDS
		BRANCH, a Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:

		S-5		Enterprise First Amendment

EXHIBIT A

ACKNOWLEDGMENT AND RATIFICATION OF GUARANTOR

     The undersigned (“Guarantor”) hereby expressly (i) acknowledges the terms of the foregoing First Amendment to Amended and Restated Revolving Credit Agreement; (ii) ratifies and affirms its obligations under its Amended and Restated Guaranty Agreement dated as of November 19, 2007, 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.

     The foregoing acknowledgment and ratification of the undersigned Guarantor shall be evidenced by signing the space 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:
				Bryan F. Bulawa
				Senior Vice President and Treasurer