Note 12. Debt Obligations

The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated:

	December 31,
	2011			2010
EPO senior debt obligations:
Senior Notes B, 7.50% fixed-rate, due February 2011	$	--		$	450.0
Senior Notes S, 7.625% fixed-rate, due February 2012		490.5			490.5
Senior Notes P, 4.60% fixed-rate, due August 2012		500.0			500.0
$1.75 Billion Multi-Year Revolving Credit Facility, variable-rate, due November 2012		--			648.0
Senior Notes C, 6.375% fixed-rate, due February 2013		350.0			350.0
Senior Notes T, 6.125% fixed-rate, due February 2013		182.5			182.5
Senior Notes M, 5.65% fixed-rate, due April 2013		400.0			400.0
Senior Notes U, 5.90% fixed-rate, due April 2013		237.6			237.6
Senior Notes O, 9.75% fixed-rate, due January 2014		500.0			500.0
Senior Notes G, 5.60% fixed-rate, due October 2014		650.0			650.0
Senior Notes I, 5.00% fixed-rate, due March 2015		250.0			250.0
Senior Notes X, 3.70% fixed-rate, due June 2015		400.0			400.0
Senior Notes AA, 3.20% fixed-rate, due February 2016		750.0			--
$3.5 Billion Multi-Year Revolving Credit Facility, variable-rate, due September 2016		150.0			--
Senior Notes L, 6.30% fixed-rate, due September 2017		800.0			800.0
Senior Notes V, 6.65% fixed-rate, due April 2018		349.7			349.7
Senior Notes N, 6.50% fixed-rate, due January 2019		700.0			700.0
Senior Notes Q, 5.25% fixed-rate, due January 2020		500.0			500.0
Senior Notes Y, 5.20% fixed-rate, due September 2020		1,000.0			1,000.0
Senior Notes CC, 4.05% fixed-rate, due February 2022		650.0			--
Senior Notes D, 6.875% fixed-rate, due March 2033		500.0			500.0
Petal GO Zone Bonds, variable-rate, due August 2034		--			57.5
Senior Notes H, 6.65% fixed-rate, due October 2034		350.0			350.0
Senior Notes J, 5.75% fixed-rate, due March 2035		250.0			250.0
Senior Notes W, 7.55% fixed-rate, due April 2038		399.6			399.6
Senior Notes R, 6.125% fixed-rate, due October 2039		600.0			600.0
Senior Notes Z, 6.45% fixed-rate, due September 2040		600.0			600.0
Senior Notes BB, 5.95% fixed-rate, due February 2041		750.0			--
Senior Notes DD, 5.70% fixed-rate, due February 2042		600.0			--
TEPPCO senior debt obligations:
TEPPCO Senior Notes, 7.625% fixed-rate, due February 2012		9.5			9.5
TEPPCO Senior Notes, 6.125% fixed-rate, due February 2013		17.5			17.5
TEPPCO Senior Notes, 5.90% fixed-rate, due April 2013		12.4			12.4
TEPPCO Senior Notes, 6.65% fixed-rate, due April 2018		0.3			0.3
TEPPCO Senior Notes, 7.55% fixed-rate, due April 2038		0.4			0.4
Duncan Energy Partners' debt obligations:
DEP Term Loan, variable-rate, due December 2011		--			282.3
DEP $850 Million Multi-Year Revolving Credit Facility, variable-rate, due October 2013		--			106.0
DEP $400 Million Term Loan Facility, variable-rate, due October 2013		--			400.0
Total principal amount of senior debt obligations		12,950.0			11,993.8
EPO Junior Subordinated Notes A, fixed/variable-rate, due August 2066		550.0			550.0
EPO Junior Subordinated Notes C, fixed/variable-rate, due June 2067		285.8			285.8
EPO Junior Subordinated Notes B, fixed/variable-rate, due January 2068		682.7			682.7
TEPPCO Junior Subordinated Notes, fixed/variable-rate, due June 2067		14.2			14.2
Total principal amount of senior and junior debt obligations		14,482.7			13,526.5
Other, non-principal amounts:
Change in fair value of debt hedged in fair value hedging relationship (1)		73.8			49.3
Unamortized discounts, net of premiums		(30.0	)		(24.0	)
Unamortized deferred net gains related to terminated interest rate swaps (1)		2.9			11.7
Total other, non-principal amounts		46.7			37.0
Less current maturities of debt (2)		(500.0	)		(282.3	)
Total long-term debt	$	14,029.4		$	13,281.2

(1) See Note 6 for information regarding our interest rate hedging activities. (2) Long-term and current maturities of debt reflect the classification of such obligations at December 31, 2011 after taking into consideration the long-term refinancing of Senior Notes S and the TEPPCO Senior Notes due February 2012 using proceeds from the issuance of Senior Notes EE on February 15, 2012 (see Note 23).

Letters of Credit

At December 31, 2011, EPO had $77.5 million in letters of credit outstanding related to its commodity derivative instruments. These letters of credit do not reduce the amount available for borrowing under EPO's $3.5 Billion Multi-Year Revolving Credit Facility.

Parent-Subsidiary Guarantor Relationships

Enterprise Products Partners L.P. acts as guarantor of the consolidated debt obligations of EPO with the exception of the remaining debt obligations of TEPPCO. If EPO were to default on any of its guaranteed debt, Enterprise Products Partners L.P. would be responsible for full repayment of that obligation.

EPO's Debt Obligations

$3.5 Billion Multi-Year Revolving Credit Facility. In September 2011, EPO entered into a new $3.5 billion variable-rate multi-year revolving credit facility that matures in September 2016. Initial borrowings under this credit facility were used to refinance and terminate EPO's prior $1.75 billion multi-year revolving credit facility. Future borrowings under the new credit facility may be used for working capital, capital expenditures, acquisitions and general company purposes.

As defined by the credit agreement, variable interest rates charged under this facility bear interest at LIBOR plus an applicable margin. In addition, EPO is required to pay a quarterly facility fee on each lender's commitment irrespective of commitment usage. This revolving credit facility allows us to request up to two one-year extensions of the maturity date, subject to lender approval. The total amount of the bank commitments may be increased, without the consent of the lenders, by an amount not exceeding $500 million by adding one or more lenders to the facility and/or requesting that the commitments of existing lenders be increased.

The revolving credit facility contains certain financial and other customary affirmative and negative covenants. The credit agreement also restricts EPO's ability to pay cash distributions to Enterprise Products Partners L.P. if a default or an event of default (as defined in the credit agreement) has occurred and is continuing at the time such distribution is scheduled to be paid. EPO's borrowings under this agreement are unsecured general obligations that are guaranteed by Enterprise Products Partners L.P. and are non-recourse to Enterprise GP.

Petal GO Zone Bonds and MBFC Loan. As a condition to the sale of our equity interests in Crystal to Boardwalk, the Petal GO Zone bonds and MBFC Loan were repaid in December 2011. See Note 8 for additional information regarding this transaction.

Senior Notes. EPO's senior fixed-rate notes are unsecured obligations of EPO and rank equal with its existing and future unsecured and unsubordinated indebtedness. They are senior to any existing and future subordinated indebtedness of EPO. EPO's senior notes are subject to make-whole redemption rights and were issued under indentures containing certain covenants, which generally restrict its ability, with certain exceptions, to incur debt secured by liens and engage in sale and leaseback transactions.

In August 2011, EPO issued $650.0 million in principal amount of 10-year unsecured Senior Notes CC and $600.0 million in principal amount of 30-year unsecured Senior Notes DD. Senior Notes CC were issued at 99.790% of their principal amount, have a fixed interest rate of 4.05% and mature on February 15, 2022. Senior Notes DD were issued at 99.887% of their principal amount, have a fixed interest rate of 5.70% and mature on February 15, 2042. Net proceeds from the issuance of Senior Notes CC and DD were used (i) to temporarily reduce borrowings outstanding under EPO's $1.75 Billion Multi-Year Revolving Credit Facility and (ii) for general company purposes.

In January 2011, EPO issued $750.0 million in principal amount of 5-year unsecured Senior Notes AA and $750.0 million in principal amount of 30-year unsecured Senior Notes BB. Senior Notes AA were issued at 99.901% of their principal amount, have a fixed interest rate of 3.20% and mature on February 1, 2016. Senior Notes BB were issued at 99.317% of their principal amount, have a fixed interest rate of 5.95% and mature on February 1, 2041. Net proceeds from the issuance of Senior Notes AA and BB were used (i) to repay $450.0 million in aggregate principal amount of Senior Notes B that matured in February 2011, (ii) to temporarily reduce borrowings outstanding under EPO's $1.75 Billion Multi-Year Revolving Credit Facility and (iii) for general company purposes.

In February 2012, EPO issued $750.0 million in principal amount of 30-year unsecured Senior Notes EE. See Note 23 for information regarding this subsequent event.

Junior Subordinated Notes. EPO's payment obligations under its junior notes are subordinated to all of its current and future senior indebtedness (as defined in the related indenture agreement). We have guaranteed repayment of amounts due under these notes through an unsecured and subordinated guarantee. The indenture agreement governing these notes allows EPO to defer interest payments on one or more occasions for up to ten consecutive years subject to certain conditions. During any period in which interest payments are deferred and subject to certain exceptions, neither we nor EPO can declare or make any distributions to any of our respective equity securities or make any payments on indebtedness or other obligations that rank equal with or are subordinate to our junior notes. Each series of our subordinated junior notes are ranked equally with each other. Generally, each series of junior subordinated notes are not redeemable by EPO without payment of a make-whole premium while the notes bear interest at a fixed annual rate.

In connection with the issuance of each series of junior subordinated notes, EPO entered into separate Replacement Capital Covenants in favor of covered debt holders (as defined in the underlying documents) pursuant to which EPO agreed for the benefit of such debt holders that it would not redeem or repurchase such junior notes unless such redemption or repurchase is made using proceeds from the issuance of certain securities.

The following table summarizes the interest rate terms of our junior subordinated notes:

Series	Fixed Annual Interest Rate	Variable Annual Interest Rate Thereafter
Junior Subordinated Notes A	8.375% through August 2016 (1)	3-month LIBOR rate + 3.708% (4)
Junior Subordinated Notes B	7.034% through January 2018 (2)	Greater of: (i) 3-month LIBOR rate + 2.68% or (ii) 7.034% (5)
Junior Subordinated Notes C	7.00% through June 2017 (3)	3-month LIBOR rate + 2.778% (6)
(1) Interest is payable semi-annually in arrears in February and August of each year, which commenced in February 2007. (2) Interest is payable semi-annually in arrears in January and July of each year, which commenced in January 2008. (3) Interest is payable semi-annually in arrears in June and December of each year, which commenced in December 2009. (4) Interest is payable quarterly in arrears in February, May, August and November of each year commencing in November 2016. (5) Interest is payable quarterly in arrears in January, April, July and October of each year commencing in April 2018. (6) Interest is payable quarterly in arrears in March, June, September and December of each year commencing in June 2017.

TEPPCO's Debt Obligations

TEPPCO Senior Notes. On October 27, 2009, $1.66 billion of the TEPPCO Senior Notes were exchanged for an equal amount of new EPO Senior Notes. In addition to the debt exchange, substantially all of the restrictive covenants and reporting requirements associated with the remaining TEPPCO Senior Notes were eliminated through amendments that became effective on October 26, 2009.

TEPPCO Junior Subordinated Notes. On October 27, 2009, $285.8 million of the TEPPCO Junior Subordinated Notes were exchanged for an equal amount of new EPO Junior Subordinated Notes. In addition to the debt exchange, substantially all of the restrictive covenants and reporting requirements associated with the remaining TEPPCO Junior Subordinated Notes were eliminated through amendments that became effective on October 26, 2009.

The terms and provisions of the TEPPCO's Junior Subordinated Notes are similar to each series of EPO's Junior Subordinated Notes. For example, they: (i) are general unsecured subordinated obligations, (ii) allow interest payments to be deferred for multiple periods of up to ten consecutive years and (iii) are subordinated in right of payment to all existing and future senior indebtedness. The maturity date, the interest rate and the interest payment due dates are the identical to EPO's Junior Subordinated Notes C as discussed above.

In connection with the issuance of the TEPPCO Junior Subordinated Notes, TEPPCO, and TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P. entered into a Replacement Capital Covenant in favor of the covered debt holders (as defined in the underlying documents) pursuant to which TEPPCO agreed for the benefit of such debt holders that it would not redeem or repurchase such junior notes unless such redemption or repurchase is made using proceeds from the issuance of certain securities. The Replacement Capital Covenant is not a term of the governing indenture or the junior subordinated notes.

Duncan Energy Partners' Debt Obligations

Prior to the Duncan Merger, we consolidated the debt of Duncan Energy Partners with that of our own; however, we did not have the obligation to make interest payments or debt payments with respect to the debt of Duncan Energy Partners. In September 2011, in connection with the Duncan Merger, all of Duncan Energy Partners' outstanding debt obligations were repaid and terminated.

Covenants

We were in compliance with the financial covenants of our consolidated debt agreements at December 31, 2011.

Information Regarding Variable Interest Rates Paid

The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt obligations during the year ended December 31, 2011:

	Range of Interest Rates Paid	Weighted-Average Interest Rate Paid
EPO $1.75 Billion Multi-Year Revolving Credit Facility	0.69% to 3.25%	0.79%
EPO $3.5 Billion Multi-Year Revolving Credit Facility	1.60% to 3.63%	1.64%
DEP Term Loan	1.06% to 1.42%	1.21%
DEP $850 Million Multi-Year Revolving Credit Facility	2.01% to 2.43%	2.22%
DEP $400 Million Term Loan Facility	2.26% to 2.97%	2.55%
Petal GO Zone Bonds	0.06% to 0.33%	0.20%

Consolidated Debt Maturity Table

The following table presents contractually scheduled maturities of our consolidated debt obligations outstanding at December 31, 2011 for the next five years, and in total thereafter:

			Scheduled Maturities of Debt
	Total		2012		2013		2014		2015		2016		After 2016
Revolving Credit Facility	$	150.0	$	--	$	--	$	--	$	--	$	150.0	$	--
Senior Notes (1)		12,800.0		500.0		1,200.0		1,150.0		650.0		750.0		8,550.0
Junior Subordinated Notes		1,532.7		--		--		--		--		--		1,532.7
Total	$	14,482.7	$	500.0	$	1,200.0	$	1,150.0	$	650.0	$	900.0	$	10,082.7

(1) Long-term and current maturities of debt reflect the classification of such obligations at December 31, 2011 after taking into consideration the long-term refinancing of Senior Notes S and the TEPPCO Senior Notes due February 2012 using proceeds from the issuance of Senior Notes EE on February 15, 2012 (see Note 23).