exv4w14



 





Exhibit 4.14




FOURTH AMENDMENT TO AMENDED AND RESTATED



CREDIT AGREEMENT AND WAIVER




     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”)
is made and entered into effective as of June 29, 2007, by and among TEPPCO PARTNERS, L.P., a
Delaware limited partnership (the “Borrower”), the several banks and other financial institutions
listed on the signature pages attached hereto (collectively, the “Lenders”), and SUNTRUST BANK
(“SunTrust”), as the Administrative Agent for the Lenders (in such capacity, the “Administrative
Agent”).



WITNESSETH:




     WHEREAS, the Borrower, the Lenders, and the Administrative Agent are parties to a certain
Amended and Restated Credit Agreement, dated as of October 21, 2004, as amended by a certain First
Amendment to Amended and Restated Credit Agreement, dated as of February 23, 2005, by a certain
Second Amendment to Amended and Restated Credit Agreement, dated as of December 13, 2005, and by a
certain Third Amendment to Amended and Restated Credit Agreement dated as of July 31, 2006 (as so
amended and as hereafter amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), pursuant to which the Lenders have made certain financial accommodations
available to the Borrower; and



     WHEREAS, the Borrower has advised the Lenders and the Administrative Agent that it proposes to
cause certain of its Subsidiaries that are Delaware limited partnerships to be converted into Texas
limited partnerships, and to merge such Subsidiaries with and into newly organized Texas limited
liability companies, and in connection with such conversion and merger transactions the Borrower
has requested that the Lenders and the Administrative Agent amend the Credit Agreement and waive
any Potential Defaults or Events of Default that may be deemed to occur or result from such
conversion and merger transactions, all as set forth in this Amendment, and subject to the terms
and conditions hereof, the Lenders are willing to do so;



     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of
which are acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows:



     SECTION 1. Definitions. Capitalized terms used but not defined in this Amendment have the
meanings assigned to such terms in the Credit Agreement.



     SECTION 2. Amendments to Article I (“Definitions and Terms”).



     (a) Section 1.1 (“Definitions”) of the Credit Agreement is hereby amended by deleting the
definitions for the terms “Midstream”, “TE Products”, “TEPPCO Crude”, and “TEPPCO Crude Pipeline”,
and substituting in lieu thereof the following respective definitions for such terms:



 









 






     “Midstream” means TEPPCO Midstream Companies, LLC, a Texas limited liability company
and successor by merger to TEPPCO Midstream Companies, L.P., a Texas limited partnership and
formerly a Delaware limited partnership.




     “TE Products” means TE Products Pipeline Company, LLC, a Texas limited liability
company and successor by merger to TE Products Pipeline Company, Limited Partnership, a
Texas limited partnership and formerly a Delaware limited partnership.




     “TEPPCO Crude” means TEPPCO Crude Pipeline, LLC, a Texas limited liability company and
successor by merger to TEPPCO Crude Pipeline, L.P., a Texas limited partnership and formerly
a Delaware limited partnership.




     “TEPPCO Crude Pipeline” means TEPPCO Crude Pipeline, LLC, a Texas limited liability
company and successor by merger to TEPPCO Crude Pipeline, L.P., a Texas limited partnership
and formerly a Delaware limited partnership.



     (b) Section 1.1 (“Definitions”) of the Credit Agreement is hereby further amended by adding
the following terms and accompanying definitions in appropriate alphabetical order:




     “LLC Reorganization Transactions” means, collectively, (i) the transactions more
particularly described on Annex I attached to the Fourth Amendment to Amended and
Restated Credit Agreement and Waiver dated as of June 29, 2007, among the Borrower, the
Lenders, and the Administrative Agent, pursuant to which certain Subsidiaries of the
Borrower that are Delaware limited partnerships are being converted into Texas limited
partnerships, with such Texas limited partnerships being merged with and into certain newly
organized Texas limited liability companies, effective as of June [30], 2007, and (ii) any
transactions that are substantially similar, both in form and substance, to those described
in the preceding clause (i), pursuant to which any wholly owned Subsidiary of the Borrower
that is a limited partnership is converted into and/or merged with and into a wholly owned
Subsidiary of the Borrower that is a limited liability company, with such limited liability
company succeeding to all of the assets, properties, obligations and liabilities of such
limited partnership, provided that (x) the Borrower shall have provided written
notice of such transaction to the Administrative Agent, and (y) if such limited partnership
is a Guarantor, then the Borrower shall also have caused to be provided to the
Administrative Agent a comparable Acknowledgment and Assumption Agreement executed by such
successor limited liability company and the comparable certificates, opinions and other
documents with respect to such limited liability company, all as described on Annex
II to such Fourth Amendment to Amended and Restated Credit Agreement and Waiver.



     SECTION 3. Amendment to Section 9.11 (“Assignment”).



     Section 9.11 (“Assignment”) of the Credit Agreement is hereby amended by adding the following
sentence at the end of such section:



2









 







Notwithstanding anything to the contrary contained in this Section 9.11, the
Borrower and the Companies, as applicable, may consummate the LLC Reorganization
Transactions.



     SECTION 4. Amendment to Article XI (“Events of Default”).



     Section 11.7 (“Change of Control”) of the Credit Agreement is hereby amended by deleting such
Section in its entirety and substituting in lieu thereof the following Section 11.7:




Section 11.7. Change of Control.




     Any one or more of the following occurs or exists: (a) the Borrower ceases to
own (i) at least 99.999% of the Equity Interests in TE Products, TCTM, or Midstream;
or (ii) directly or indirectly, 100% of the Equity Interests of TEPPCO GP; or (b)
Texas Eastern, Enterprise GP Holdings L.P. or any direct or indirect wholly owned
Subsidiary of Enterprise GP Holdings L.P. which has no other assets or businesses
other than Equity Interests of the Borrower ceases to be the sole general partner of
the Borrower; or (c) TEPPCO GP or any direct or indirect wholly owned Subsidiary of
the Borrower which has no other assets other than Equity Interests of TE Products,
TCTM, Midstream, Jonah Gas, or any other Subsidiary of the Borrower and has no
businesses other than serving as a general partner, managing member or manager of
such entities ceases to be the sole general partner, managing member or manager of
TE Products, TCTM, or Midstream; or (d) TEPPCO GP and Midstream or any one or more
direct or indirect wholly owned Subsidiaries of the Borrower, each of which has no
other assets other than Equity Interests of TE Products, TCTM, Midstream or any
other Subsidiary of the Borrower and has no businesses other than serving as a
general partner, managing member or manager of such entities cease to be the sole
general partners, managing members or managers of (or if Jonah Gas has only one
general partner, managing member or manager, the sole general partner, managing
member or manager of) Jonah Gas; or (e) EPCO, Inc. or Enterprise GP Holdings L.P.
ceases to own, directly or indirectly, 100% of the Equity Interests of Texas
Eastern; or (f) Midstream ceases to own (i) at least 99.999% of the Equity Interests
in Val Verde, and (ii) 100% of the Equity Interests in TEPPCO NGL Pipelines, LLC.
Notwithstanding the foregoing, no Potential Default or Event of Default shall be
deemed to have occurred or exist under this Section 11.7 as a result of the
consummation of the Jonah-Enterprise Transactions unless the Borrower, directly or
indirectly, ceases to own at least 60% of the outstanding Equity Interests of Jonah
Gas.



     SECTION 5. Waiver of Prospective Defaults.



          Subject to the satisfaction of all conditions and requirements of this Amendment, and
notwithstanding anything to the contrary set forth in the Credit Agreement, the Lenders agree to
waive any Potential Default or Event of Default that may be deemed to occur or exist under the
provisions of Section 9.5 (“Transactions with Affiliates”) or Section 9.10



3









 




(“Amendment of Constituent Documents”) of the Credit Agreement, as a result of the
consummation of the LLC Reorganization Transactions to be consummated.




     SECTION 6. Conditions of Effectiveness. This Amendment shall become effective when each of
the following conditions shall have been fulfilled:




     (i) the Required Lenders, the Borrower, and the Administrative Agent shall have
executed and delivered to the Administrative Agent a counterpart of this Amendment, and the
Acknowledgment and Assumption Agreement in the form attached to this Amendment as
Exhibit A (the “Acknowledgment and Assumption Agreement”) shall have been executed
and delivered to the Administrative Agent by each of the Companies that are parties thereto;
and




     (ii) the Administrative Agent shall have received all of the items described in
Annex II attached hereto.


The Administrative Agent shall notify the Borrower and the Lenders of the Administrative Agent’s
receipt of the documents described in the preceding clauses (i) and (ii) and the resulting
effectiveness of this Amendment in accordance with this Section 6.




     SECTION 7. Representations and Warranties. The Borrower represents and warrants that (a) the
representations and warranties contained in Article VII of the Credit Agreement (with each
reference therein to (i) “this Agreement”, “hereunder” and words of like import referring to the
Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement as
amended hereby and (ii) “Credit Documents”, “thereunder” and words of like import being deemed to
include this Amendment, the Credit Agreement, as amended hereby, and the Acknowledgment and
Assumption Agreement) are true and correct in all material respects (unless they speak to a
specific date, are based on facts which have changed by transactions contemplated or expressly
permitted (including as an express exception to the restrictions set forth in Article IX of the
Credit Agreement) by the Credit Agreement or this Amendment or, with the consent of the Required
Lenders, are otherwise updated, modified or supplemented as of a subsequent date) on and as of the
date hereof as though made on and as of such date, (b) the LLC Reorganization Transactions and the
execution, delivery and performance of this Amendment and the Acknowledgment and Assumption
Agreement have been duly authorized by all necessary and appropriate organizational action by each
respective Company, do not violate any of the Constituent Documents of any respective Company, and
except for violations that individually or collectively are not a Material Adverse Event, do not
violate any provision of Legal Requirement applicable to any respective Company, the agreements
governing the Senior Notes, or any other material agreement to which any respective Company is a
party, (c) upon execution and delivery of this Amendment and the Acknowledgment and Assumption
Agreement by each Company party to such agreements, each document will constitute a legal and
binding obligation of each such Company, enforceable against it in accordance with its terms,
except as enforceability may be limited by Debtor Laws and general principles of equity, and (d) no
event has occurred and is continuing, or would result from the execution and delivery of this
Amendment, that constitutes an Event of Default or, to the best knowledge of the Borrower, a
Potential Default.



4









 





     SECTION 8. Effect on the Credit Agreement. Except as specifically provided above, the Credit
Agreement shall continue to be in full force and effect and is hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under
the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.



     SECTION 9. Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of
this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent with respect thereto, and all reasonable costs and expenses
(including, without limitation, counsel fees and expenses), if any, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment.



     SECTION 10. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts (in each case, any such
execution and delivery may occur by facsimile or pdf transmission of executed counterparts or
signature pages), each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same instrument.



     SECTION 11. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of the New York.



5









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	TEPPCO PARTNERS, L.P., as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TEXAS EASTERN PRODUCTS

PIPELINE COMPANY, LLC, as General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William G. Manias
 

Name: William G. Manias 

Title: Vice President and Chief Financial Officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as Administrative Agent and Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Edge	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: David Edge	 	 
	 	 	 	 	Title: Managing Director	 	 






SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Shannan Townsend
 	 
	 	 	Name:  	Shannan Townsend 	 
	 	 	Title:  	Director 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Polly Schott
 	 
	 	 	Name:  	Polly Schott 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Greg Smothers
 	 
	 	 	Name:  	Greg Smothers 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

(successor by merger to Bank One, N.A. (Main

Office Chicago))

 	 
	 	By:  	/s/ Dianne L. Russell
 	 
	 	 	Name:  	Dianne L. Russell 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT





 









 





	 	 	 	 	 
	 	KEYBANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Thomas Rajan
 	 
	 	 	Name:  	Thomas Rajan 	 
	 	 	Title:  	Senior Vice President 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Patricia Dundee
 	 
	 	 	Name:  	Patricia Dundee 	 
	 	 	Title:  	Managing Director 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	/s/ Raymond J. Palmer
 	 
	 	 	Name:  	Raymond J. Palmer 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NA

 	 
	 	By:  	/s/ Terence C. D’Souza
 	 
	 	 	Name:  	Terence C. D’Souza 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director

Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director

Banking Products Services, US 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Daniel A. Davis
 	 
	 	 	Name:  	Daniel A. Davis 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	KBC BANK N.V.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	BANK OF COMMUNICATIONS, NEW YORK BRANCH

 	 
	 	By:  	/s/ Shelley He
 	 
	 	 	Name:  	Shelley He 	 
	 	 	Title:  	Deputy General Manager 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	BANK HAPOALIM B.M.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	 	Name:  	Todd Mogil 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT




 









 








	 	 	 	 	 
	 	LEHMAN BROTHERS BANK, FSB

 	 
	 	By:  	/s/ Janine M. Shugan
 	 
	 	 	Name:  	Janine M. Shugan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



SIGNATURE PAGE TO FOURTH AMENDMENT





 









 








EXHIBIT A




ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT





     Each of TEPPCO Midstream Companies, LLC (“Midstream”) and TE Products Pipeline Company, LLC
(“TE Products”) acknowledges that it is the successor by merger to TEPPCO Midstream Companies, L.P.
and TE Products Pipeline Company, Limited Partnership, respectively, each of which was a Delaware
limited partnership that was converted into a Texas limited partnership, and as a result of such
conversion and merger has succeeded to all assets, properties, obligations and liabilities of
TEPPCO Midstream Companies, L.P. and TE Products Pipeline Company, Limited Partnership,
respectively, including without limitation, all obligations and liabilities arising under the
Guaranty executed and delivered pursuant to the requirements of the Credit Agreement. Without
limiting the foregoing, each of Midstream and TE Products hereby assumes and agrees to pay and
perform all such obligations and liabilities, jointly and severally with all Guarantors under the
Guaranty, to the same extent and with the same effect as if each of them had executed and delivered
the Guaranty as an original Guarantor thereunder.



     Each of the undersigned Guarantors consents to the execution and delivery by the Borrower of
this Amendment and jointly and severally ratifies and confirms the terms of the Guaranty with
respect to all indebtedness now or hereafter outstanding under the Credit Agreement as amended
hereby and all promissory notes issued thereunder. Each of the undersigned Guarantors acknowledges
that, notwithstanding anything to the contrary contained herein or in any other document evidencing
any indebtedness of the Borrower to the Lenders or any other obligation of the Borrower, or any
actions now or hereafter taken by the Lenders with respect to any obligations of the Borrower, the
Guaranty (i) is and shall continue to be an absolute, unconditional, joint and several, continuing
and irrevocable guarantee of payment of all “Guarantor Obligations” to the extent and as provided
therein, including without limitation, all Borrowings and Letters of Credit made and issued under
the Credit Agreement, as amended, and (ii) is and shall continue to be in full force and effect in
accordance with its terms. Nothing contained herein to the contrary shall release, discharge,
modify, change or affect the obligations or liabilities of any Guarantor under the Guaranty.



	 	 	 	 	 	 	 	 	 
	 	 	VAL VERDE GAS GATHERING COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TEPPCO NGL Pipeline, LLC,

its sole General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 






SIGNATURE PAGE TO ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT




 









 








	 	 	 	 	 	 	 	 	 
	 	 	TCTM, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TEPPCO GP, Inc., 

its sole General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TEPPCO MIDSTREAM COMPANIES, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TEPPCO GP, Inc., 

its sole Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TE PRODUCTS PIPELINE COMPANY, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TEPPCO GP, Inc., 

its sole Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 






SIGNATURE PAGE TO ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT





 









 








ANNEX I




LLC REORGANIZATION TRANSACTIONS




     Each of the Companies identified below under the heading “Predecessor Company”, each of which
is a Delaware limited partnership, shall be converted into a Texas limited partnership, and each
such Texas limited partnership shall be merged with and into the corresponding Company identified
below under the heading “Successor Company”, each of which is a Texas limited liability company,
and such Successor Company shall, pursuant to the terms of such conversion and merger transactions
and applicable law, succeed to and become the owner of all properties and other assets of the
corresponding Predecessor Company and shall succeed to and become liable for all obligations and
other liabilities of such corresponding Predecessor Company. All such conversion and merger
transactions shall be effective as of June [30], 2007.



	 	 	 
	Predecessor Company	 	Successor Company
	 
	 	 
	Chaparral Pipeline Company, L.P.

	 	Chaparral Pipeline Company, LLC
	 
	 	 
	Dean Pipeline Company, L.P.

	 	Dean Pipeline Company, LLC
	 
	 	 
	Lubrication Services, L.P.

	 	Lubrication Services, LLC
	 
	 	 
	Panola Pipeline Company, L.P.

	 	Panola Pipeline Company, LLC
	 
	 	 
	Quanah Pipeline Company, L.P.

	 	Quanah Pipeline Company, LLC
	 
	 	 
	TE Products Pipeline Company, Limited 

Partnership

	 	TE Products Pipeline Company, LLC
	 
	 	 
	TEPPCO Crude Oil, L.P.

	 	TEPPCO Crude Oil, LLC
	 
	 	 
	TEPPCO Crude Pipeline, L.P.

	 	TEPPCO Crude Pipeline, LLC
	 
	 	 
	TEPPCO Midstream Companies, L.P.

	 	TEPPCO Midstream Companies, LLC
	 
	 	 
	Wilcox Pipeline Company, L.P.

	 	Wilcox Pipeline Company, LLC








 









 








ANNEX II




CLOSING DOCUMENTS





	1.	 	ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT, executed by each of TCTM, TE Products, Midstream and
Val Verde, in the form attached to the Fourth Amendment.






	2.	 	CLOSING CERTIFICATE executed by a Responsible Officer on behalf of the Borrower certifying
the accuracy of the representations and warranties set forth in Section 7 of the Fourth
Amendment.






	3.	 	OFFICERS’ CERTIFICATE executed by the President or a Vice President and by the Secretary or
an Assistant Secretary of TEPPCO GP certifying (a) resolutions adopted by TEPPCO GP’s
directors authorizing the executing and delivery of the Acknowledgment and Assumption
Agreement as sole manager on behalf of TE Products Pipeline Company, LLC and TEPPCO Midstream
Companies, LLC, (b) the incumbency and signatures of officers of TEPPCO GP authorized to
execute and deliver any Credit Document as sole manager on behalf of TE Products Pipeline
Company, LLC and TEPPCO Midstream Companies, LLC in connection therewith, and (c) the
organizational documents, including the certificates of conversion, certificates of formation,
certificates of merger, and limited liability company agreements, for each of TE Products
Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, and their predecessor companies.





	 	 	 	 	 	 	 	 	 
	 	 	Annex A	 	-	 	Resolutions of TEPPCO GP’s Directors
	 	 	Annex B	 	-	 	Organizational Documents, including Certificates of
	 

	 	 	 	 	 	 	 	Conversion, Certificates of Formation,
	 

	 	 	 	 	 	 	 	Certificates of Merger, and Limited Liability
	 

	 	 	 	 	 	 	 	Company Agreements for
	 

	 	 	 	 	 	 	 	TE Products Pipeline Company, LLC
	 

	 	 	 	 	 	 	 	and TEPPCO Midstream Companies, LLC







	4.	 	OPINION OF BRACEWELL & GIULIANI LLP, as counsel to TE Products Pipeline Company, LLC and
TEPPCO Midstream Companies, LLC, addressed to the Administrative Agent and the Lenders, with
respect to the Acknowledgment and Assumption Agreement, and such other matters as the
Administrative Agent may reasonably request.






	5.	 	Such other documents and items as the Administrative Agent may reasonably request prior to
the effective date of the Fourth Amendment.