Second Amendment to Multi-Year Credit Agreement

On September 16, 2015, EPO entered into a Second Amendment to Revolving Credit Agreement (the “Second Amendment”), by and among EPO, as borrower, Wells Fargo Bank, National Association, as administrative agent (the “RCA Administrative Agent”), certain financial institutions from time to time named therein as Co-Syndication Agents, Co-Documentation Agents, Joint Lead Arrangers and Joint Book Runners, and each of the lenders that is a signatory thereto.  The Second Amendment amends and extends that certain Revolving Credit Agreement, dated as of September 7, 2011, as amended by the First Amendment to Revolving Credit Agreement, dated as of June 19, 2013, by and among EPO, Canadian Enterprise Gas Products, Ltd. (“CEGP”), the lenders party thereto and the RCA Administrative Agent (the “Multi-Year Credit Agreement”).

Among other things, the Second Amendment (i) increases the aggregate amount of the Multi-Year Credit Agreement Lenders’ commitments to make revolving loans under the Multi-Year Credit Agreement from $3.5 billion to $4.0 billion and provides that EPO may increase such amount to $4.5 billion by allowing existing Multi-Year Credit Agreement Lenders to increase their respective Commitments or by adding one or more Multi-Year Credit Agreement Lenders to the Multi-Year Credit Agreement; (ii) modifies the “Eurodollar Spread,” “ABR Spread” and “Facility Fee Rate” for certain index debt ratings in the definition of “Applicable Rate”; (iii) adds issuers of Letters of Credit; (iv) sets December 31, 2014 as the base date for determining if a “Material Adverse Change” has occurred; (v) extends the maturity date under the Multi-Year Credit Agreement to the date that is five years from September 16, 2015; (vi) reduces the maximum aggregate amount of all outstanding undrawn Letters of Credit plus the amount of all payments to be made under drawn Letters of Credit from $500,000,000 to $250,000,000; (vii) adds OFAC, FCPA, FATCA, sanctions and certain other regulatory provisions; (viii) amends Schedule 2.01, Commitments; (ix) adjusts the maximum aggregate face amount of Letters of Credit issuable by each issuing bank as shown on a new Schedule 2.06(b); and (x) removes CEGP as a party under the Multi-Year Credit Agreement and deletes all provisions that refer to Canadian laws.

The descriptions of the First Amendment and the Second Amendment in this Item 1.01 are qualified in their entirety by reference to the full texts of the First Amendment and the Second Amendment, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01  Other Events

On September 16, 2015, the Partnership issued a press release announcing the execution of the First Amendment and the Second Amendment described in Item 1.01 above, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01.