Exhibit 10.3


EXECUTION COPY


THIRD
AMENDMENT TO AMENDED AND RESTATED


CREDIT AGREEMENT AND FULL RELEASE OF THE JONAH GAS
GUARANTY


THIS
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is made and entered into
as of July 31, 2006, 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”),
SUNTRUST BANK (“SunTrust”),
as the Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as the LC
Issuing Bank, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), and BNP
PARIBAS,  JPMORGAN CHASE BANK, N.A.
(successor by merger to Bank One, N.A. (Main Office Chicago)), and THE ROYAL
BANK OF SCOTLAND PLC, as Co-Documentation Agents (the “Co-Documentation
Agents”).


W  I  T  N  E
S  S  E  T  H:


WHEREAS,
the Borrower, the Lenders, the Administrative Agent, the Syndication Agent and
the Co-Documentation Agents 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, and by a certain Second Amendment to Amended and Restated
Credit Agreement, dated as of December 13, 2005 (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 requested that the Lenders, the Administrative Agent, the
Syndication Agent, the Co-Documentation Agents and the LC Issuing Bank further
amend the Credit Agreement and release Jonah Gas from its Guarantor
Obligations, 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, the Administrative
Agent, the Syndication Agent, the Co-Documentation Agents and the LC Issuing
Bank agree as follows:


SECTION 1. 
Definitions.  Capitalized terms used but not defined herein
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 “Borrowing”,
“Borrowing Date”, “Borrowing Request”, “Lender”, “Note”, “Pro Forma EBITDA” and “Stated Termination Date” and
substituting in lieu thereof the following respective definitions for such
terms:









 



 


“Borrowing”
means any Revolver Borrowing or Swingline Borrowing, as the case may be,
whether as an original disbursement of funds or as a renewal, extension or
continuation of any amount outstanding.


“Borrowing
Date” means the Business Day requested by the Borrower
for funding of a Revolver Loan pursuant to Section 2.2, or funding of a Swingline
Loan pursuant to Section 2.3, as the case may be.


“Borrowing
Request” means a request for a Revolver Borrowing
pursuant to Section 2.2(a) substantially in the form of Exhibit C-1, or
a request for a Swingline Borrowing pursuant to Section 2.3, as the case may
be.


“Lender”
means (a) each financial institution (including, without limitation, SunTrust,
in its capacity as a Lender, in respect of its Commitment) initially named on Schedule
2, (b) each Assignee pursuant to Section 14.10(d), (c) each Additional
Lender pursuant to Section 2.6, and (d) unless the context otherwise requires,
the Swingline Lender.


“Note”
means one of the amended and restated promissory notes substantially in the
form of Exhibit A, with respect to Revolver Borrowings, and the swingline
note substantially in the form of Exhibit F, with respect to Swingline
Borrowings, as the case may be.


“Pro
Forma EBITDA” means, for any period consisting of the
last four consecutive fiscal quarters of the Borrower, the sum of (i) Adjusted
Consolidated EBITDA for such period, plus (ii) to the extent not already
reflected in Adjusted Consolidated EBITDA for such period, EBITDA for such
period of any other Person or all or substantially all of the business or
assets of any other Person or operating division or business unit of any other
Person acquired in an Acquisition during such period.


“Stated
Termination Date” means December 13, 2011, as such date
may be extended for additional one-year periods pursuant to Section 2.7.


(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:


“Adjusted
Consolidated EBITDA” means for the Borrower and its
Subsidiaries, for any period, the sum of (a) Consolidated EBITDA for such
period plus (b) any Material Project EBITDA Adjustments for such period.


“Commercial
Operation Date” means the date on which a Material
Project is substantially complete and commercially operable.


“Consolidated
Net Worth” means as to any Person, at any date of
determination, the sum of (i) such Person’s preferred stock (if any), (ii) par
value of such Person’s common stock, (iii) capital in excess of par value of
such Person’s common stock,



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(iv) such Person’s partners’ capital or equity,
and (v) retained earnings, less treasury stock (if any), of such Person,
all as determined on a consolidated basis.


“Consolidated
Total Capitalization” means the sum of (i) Consolidated
Funded Debt and (ii) the Borrower’s Consolidated Net Worth.


“Hybrid
Securities” means any trust preferred securities, or
deferrable interest subordinated debt with a maturity of at least 20 years,
which provides for the optional or mandatory deferral of interest or
distributions, issued by the Borrower, or any business trusts, limited
liability companies, limited partnerships or similar entities (i) substantially
all of the common equity, general partner or similar interests of which are
owned (either directly or indirectly through one or more wholly owned Subsidiaries)
at all times by the Borrower or any of its Subsidiaries, (ii) that have been
formed for the purpose of issuing hybrid securities or deferrable interest
subordinated debt, and (iii) substantially all the assets of which consist of
(A) subordinated debt of the Borrower or a Subsidiary of the Borrower, and (B)
payments made from time to time on the subordinated debt.


“Jonah-Enterprise
Transactions” means the sale, dilution, transfer or other
distribution of up to a 40% partnership interest in Jonah Gas to Enterprise
Products Operating L.P. or its affiliates (other than the Borrower or any other
Company) pursuant to the terms of the Jonah Expansion Agreement.


“Jonah
Expansion Agreement” means the agreement between the
Borrower and Enterprise Products Operating L.P. with respect to the
Jonah-Enterprise Transactions, as is more fully set forth in that certain
Letter of Intent dated February 13, 2006, between the Borrower and Enterprise
Products Operating L.P.


“Material
Project” means the construction or expansion of any
capital project of the Borrower or any of its Subsidiaries, the aggregate
capital cost of which exceeds $25,000,000.


“Material
Project EBITDA Adjustments” means, with respect to each
Material Project:


(A)          prior to the Commercial Operation Date
of a Material Project (but including the fiscal quarter in which such
Commercial Operation Date occurs), a percentage (based on the then-current
completion percentage of such Material Project) of an amount to be approved by
the Administrative Agent as the projected Consolidated EBITDA of Borrower and
its Subsidiaries attributable to such Material Project for the first 12-month
period following the scheduled Commercial Operation Date of such Material
Project (such amount to be determined based on customer contracts or
tariff-based customers relating to such Material Project, the creditworthiness
of the other parties to such contracts or such tariff-based customers, and
projected revenues from such contracts, tariffs, capital costs and expenses,
scheduled Commercial Operation Date, oil and gas reserve and production
estimates, commodity price assumptions and other factors deemed appropriate by
Administrative Agent), which may, at the Borrower’s option, be



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added to actual Consolidated EBITDA for the Borrower
and its Subsidiaries for the fiscal quarter in which construction of such
Material Project commences and for each fiscal quarter thereafter until the
Commercial Operation Date of such Material Project (including the fiscal
quarter in which such Commercial Operation Date occurs, but net of any actual
Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such
Material Project following such Commercial Operation Date); provided
that if the actual Commercial Operation Date does not occur by the scheduled
Commercial Operation Date, then the foregoing amount shall be reduced, for
quarters ending after the scheduled Commercial Operation Date to (but
excluding) the first full quarter after its Commercial Operation Date, by the
following percentage amounts depending on the period of delay (based on the
period of actual delay or then-estimated delay, whichever is longer):  (i) 90 days or less, 0%, (ii) longer than 90
days, but not more than 180 days, 25%, (iii) longer than 180 days but not more
than 270 days, 50%, and (iv) longer than 270 days, 100%; and


(B)           beginning with the first full fiscal
quarter following the Commercial Operation Date of a Material Project and for
the two immediately succeeding fiscal quarters, an amount to be approved by the
Administrative Agent as the projected Consolidated EBITDA of Borrower and its
Subsidiaries attributable to such Material Project (determined in the same
manner as set forth in clause (A) above) for the balance of the four full
fiscal quarter period following such Commercial Operation Date, which may, at
the Borrower’s option, be added to actual Consolidated EBITDA for the Borrower
and its Subsidiaries for such fiscal quarters.


Notwithstanding the foregoing:


(i)             no such additions shall be allowed
with respect to any Material Project unless:


(a)             not later than 30 days prior to the
delivery of any certificate required by the terms and provisions of Section
8.1(a) or (b) to the extent Material Project EBITDA Adjustments will be made to
Consolidated EBITDA in determining compliance with Section 10.2, the Borrower
shall have delivered to the Administrative Agent written pro forma projections
of Consolidated EBITDA of the Borrower and its Subsidiaries attributable to
such Material Project, and


(b)            prior to the date such certificate
is required to be delivered, the Administrative Agent shall have approved (such
approval not to be unreasonably withheld) such projections and shall have
received such other information and documentation as the Administrative Agent
may reasonably request, all in form and substance satisfactory to the
Administrative Agent, and


(ii)            the aggregate amount of all Material
Project EBITDA Adjustments during any period shall be limited to 20% of the
total actual Consolidated EBITDA of the Borrower and its Subsidiaries for such
period (which total actual Consolidated EBITDA shall be determined without
including any Material Project EBITDA Adjustments).



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“Revolver
Borrowing” means any amount disbursed to or on behalf of
the Borrower by one or more Lenders under Section 2.1 pursuant to the
procedures specified in Section 2.2, whether as an original disbursement of
funds or as a renewal, extension or continuation of an amount outstanding.


“Swingline
Borrowing” means any amount disbursed to or on behalf of
the Borrower by the Swingline Lender pursuant to Section 2.3, whether as an
original disbursement of funds or as a renewal, extension or continuation of an
amount outstanding.


“Swingline
Index Rate” means, for any day, (a) the rate per
annum appearing on Page 3750 of the Bridge Telerate Service (formerly Dow Jones
Market Service) (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Swingline Lender from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London
interbank market) at approximately 11:00 a.m., London time for such day, provided,
if such day is not a Business Day, the immediately preceding Business Day, as
the rate for dollar deposits with a one-month maturity; (b) if for any
reason the rate specified in clause (a) of this definition does not so appear
on Page 3750 of the Bridge Telerate Service (or any successor or substitute
page or any such successor to or substitute for such Service), the rate per
annum appearing on Reuters Screen LIBO page (or any successor or substitute
page) as the London interbank offered rate for deposits in dollars at
approximately 11:00 a.m., London time, for such day, provided, if such day is
not a Business Day, the immediately preceding Business Day, for a one-month
maturity; and (c) if the rate specified in clause (a) of this definition does not
so appear on Page 3750 of the Bridge Telerate Service (or any successor or
substitute page or any such successor to or substitute for such Service) and if
no rate specified in clause (b) of this definition so appears on Reuters Screen
LIBO page (or any successor or substitute page), the average of the interest
rates per annum at which dollar deposits of $5,000,000 and for a one-month
maturity are offered by the respective principal London offices of two
reference banks designated by the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
for such day.


“Swingline
Lender” means SunTrust Bank.


“Swingline
Loan” means a loan disbursed to or on behalf of the
Borrower by the Swingline Lender pursuant to a Swingline Borrowing.


SECTION 3. 
Amendments to Article II (“The Commitments”).


(a)           The introductory paragraph of Article
II and Section 2.1 (“Revolving Facility”)
of the Credit Agreement are hereby amended by deleting such paragraph and Section
in their entirety and substituting in lieu thereof the following introductory
paragraph and Section 2.1:



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Each Lender severally but
not jointly agrees to extend credit to the Borrower, and the LC Issuing Bank
agrees to issue Letters of Credit, in each case, in accordance with the
following provisions and subject to the other terms and conditions of the
Credit Documents.  Each Borrowing Request
and Request for Issuance constitutes a representation and warranty by the
Borrower that as of the date of the requested Extension of Credit all of the
applicable conditions precedent for such Extension of Credit in Article V have
been satisfied.


SECTION
2.1.  Revolving Facility.


Each Revolver Borrowing
is subject to all of the provisions in the Credit Documents, including the
following:  (a) each Revolver Borrowing
may occur only on a Business Day on or after the Closing Date and before the
Termination Date and (b) after giving effect to such Revolver Borrowing, the
Outstanding Credits may never exceed the total Commitments at such time.


(b)           Section 2.2 (“Borrowing
Procedure”) of the Credit Agreement is hereby amended by deleting
such Section in its entirety and substituting in lieu thereof the following
Section 2.2:


SECTION 2.2.  Revolver Borrowing Procedure.


The following procedures apply to Revolver Borrowings:


(a)           Borrowing Request.  The Borrower may request a Revolver Borrowing
by making or delivering a Borrowing Request for such Revolver Borrowing to the
Administrative Agent, which is irrevocable and binding on the Borrower, stating
the Type, amount, and Interest Period for each Revolver Borrowing and which
must be received by the Administrative Agent no later than (i) 10:00 a.m. on
the third Business Day before the Borrowing Date for any LIBOR Rate Borrowing,
or (ii) 11:00 a.m. on the Borrowing Date for any Base Rate Borrowing.  The Administrative Agent shall promptly on
the day received notify each Lender of any Borrowing Request for a Revolver
Borrowing.  Each LIBOR Rate Borrowing
must be in the amount of $5,000,000 or an integral multiple of $1,000,000 in
excess of $5,000,000, and each Base Rate Borrowing must be in the amount of
$1,000,000 or an integral multiple of $100,000 in excess of $1,000,000, or if
less than $1,000,000, the total unused Commitments.


(b)           Funding.  Each Lender shall remit its Commitment
Percentage of each requested Revolver Borrowing to the Administrative Agent’s
principal office in Atlanta, Georgia, in funds that are available for immediate
use by the Administrative Agent by 2:00 p.m. on the applicable Borrowing
Date.  Subject to receipt of those funds,
the Administrative Agent shall (unless to its actual knowledge any of the
applicable conditions precedent have not been satisfied by the Borrower or
waived by the requisite Lenders) make those funds available to the Borrower by
wiring the funds to or for the account of the Borrower.



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(c)           Funding Assumed.  Absent contrary written notice from a Lender,
the Administrative Agent may assume that each Lender has made its Commitment
Percentage of the requested Revolver Borrowing available to the Administrative
Agent on the applicable Borrowing Date, and the Administrative Agent may, in
reliance upon such assumption (but shall not be required to), make available to
the Borrower a corresponding amount.  If
a Lender fails to make its Commitment Percentage of any requested Revolver
Borrowing available to the Administrative Agent on the applicable Borrowing
Date, the Administrative Agent may recover the applicable amount on demand (i)
from that Lender together with interest, commencing on the Borrowing Date and
ending on (but excluding) the date the Administrative Agent recovers the amount
from that Lender, at an annual interest rate equal to the Fed Funds Rate, or
(ii) if that Lender fails to pay its amount upon demand, then from the
Borrower, together with interest at the rate applicable to that Revolver
Borrowing.  No Lender is responsible for
the failure of any other Lender to make its share of any Revolver Borrowing
available as required by Section 2.2(b); however, failure of any Lender to make
its share of any Revolver Borrowing so available does not excuse any other
Lender from making its share of any Revolver Borrowing so available.


(c)           Subsection 2.3 (“Effect of
Request”) of the Credit Agreement is hereby amended by deleting such
Section in its entirety and substituting in lieu thereof the following Section
2.3:


SECTION
2.3.  Swingline Loans.


(a)           Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time prior to the Termination Date in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $25,000,000
or (ii) the sum of the total Outstanding Credits (including the Swingline
Loans) exceeding the total Commitments; provided  that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan.  Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.


(b)           To request a Swingline Loan, the
Borrower shall notify the Administrative Agent of such request by telephone
(confirmed by telecopy), not later than 12:00 noon on the day of a proposed
Swingline Loan.  Each such notice shall
be irrevocable and shall specify the requested date (which shall be a Business
Day) and amount of the requested Swingline Loan.  Each Swingline Loan must be in the minimum
amount of $100,000 and in an integral multiple of $100,000.  The Administrative Agent will promptly advise
the Swingline Lender of any such notice received from the Borrower.  The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender by 3:00 p.m. on the
Borrowing Date for such Swingline Loan.


(c)           The Swingline Lender may by written
notice given to the Administrative Agent not later than 10:00 a.m. on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans



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outstanding. 
Such notice shall specify the aggregate amount of Swingline Loans in
which the Lenders will participate. 
Promptly upon receipt of such notice, the Administrative Agent will give
notice thereof to each Lender, specifying in such notice such Lender’s
Commitment Percentage of such Swingline Loan or Swingline Loans, as the case
may be.  Each Lender hereby absolutely
and unconditionally agrees, upon receipt of notice as provided above, to pay to
the Administrative Agent, for the account of the Swingline Lender, such Lender’s
Commitment Percentage of such Swingline Loan or Swingline Loans, as the case
may be.  Each Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans
pursuant to this Section 2.3(c) is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and continuance
of a Potential Default or Event of Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. 
Each Lender shall comply with its obligation under this Section 2.3(c)
by wire transfer of immediately available funds, in the same manner as provided
in Section 2.2(b) with respect to Revolver Borrowings funded by such Lender
(and Section 2.2(c) shall apply, mutatis  mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the Swingline Lender the amounts so received by it from the Lenders.  The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this Section
2.3(c), and thereafter payments in respect of such Swingline Loan shall be made
to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender
from the Borrower (or other party on behalf of the Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Lenders that shall have made their
payments pursuant to this Section 2.3(c) and to the Swingline Lender, as their
interests may appear.  The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.


(d)           Swingline Loans shall bear interest
on each day at an annual rate equal to (i) the Swingline Index Rate plus
the Applicable Margin for LIBOR Rate Borrowings as in effect on such day, at all
times prior to the acquisition by any Lender of a participation therein
pursuant to Section 2.3(c), and (ii) the Base Rate as in effect on such day, at
all times thereafter.  All computations
of interest for the Swingline Loans shall be made on the basis of a year of 365
or 366 days, as the case may be.  Each
determination by the Swingline Lender of the Swingline Index Rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.


(e)           If any Event of Default or Potential
Default has occurred and is continuing, any payments of the Obligations to be
applied against the accrued interest and principal amount of the Borrowings
pursuant to Section 3.11(b)(vii) and (viii) shall be applied, in each such
case, first in respect of outstanding Swingline Borrowings and then in respect
of outstanding Revolver Borrowings.



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(f)            For purposes of Sections 3.15,
3.16(a), and Section 3.17, Swingline Loans bearing interest based on the
Swingline Index Rate shall be deemed to be LIBOR Rate Borrowings, and the
provisions of such Sections shall apply thereto in all respects.


(d)           Section 2.7 (“Extension
of Commitments”) of the Credit Agreement is hereby amended by
deleting the first sentence of Section 2.7 in its entirety and substituting in
lieu thereof the following sentence:


The Borrower may make up
to two (2) requests for one-year extensions of the Stated Termination Date by
delivering a written request for same to the Administrative Agent no earlier
than July 31, 2007 and no later than 30 days prior to the Stated
Termination Date (or previously extended Stated Termination Date pursuant
hereto).


SECTION 4. 
Amendments to Article III (“Payment Terms”).


(a)           Section 3.1 (“Notes and
Payments”) of the Credit Agreement is hereby amended by deleting the
first sentence of Section 3.1 in its entirety and substituting in lieu thereof
the following sentence:


The Borrowings are
evidenced by the Notes, a Revolver Note payable to each Lender in the amount of
its Commitment for Revolver Borrowings pursuant to Section 2.1, and a Swingline
Note payable to the Swingline Lender in the maximum amount of the Swingline
Borrowings pursuant to Section 2.3.


(b)           Section 3.2 (“Interest
and Principal Payments”) of the Credit Agreement is hereby amended
by deleting such Section in its entirety and substituting in lieu thereof the
following Section 3.2:


SECTION
3.2.  Interest and Principal Payments.


(a)           Interest.  Accrued interest on each LIBOR Rate Borrowing
shall be due and payable on the last day of its Interest Period.  If any Interest Period for a LIBOR Rate
Borrowing is greater than three months, then accrued interest shall also be due
and payable on the date three months after the commencement of the Interest
Period.  Accrued interest on the unpaid
principal amount of each Base Rate Borrowing shall be due and payable in
arrears on the last day of each March, June, September and December, commencing
on the first such date that follows the Closing Date, and on the date such
Borrowing becomes due and payable or is otherwise paid in full.  Accrued interest on the unpaid principal
amount of each Swingline Borrowing shall be due and payable in arrears on the
day such Swingline Borrowing is required to be repaid.


(b)           Principal.  The principal amount of each Swingline
Borrowing shall be due and payable on a date not later than seven Business Days
after such Swingline Borrowing is initially funded, provided that on each day
that a Revolver Borrowing is made, the Borrower shall repay all Swingline
Borrowings then outstanding.  The



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principal amount of all Revolver Borrowings and all
Swingline Borrowings, if not sooner paid, shall in any event be due and payable
in full on the Termination Date.


(c)           Prepayments.


(i)            The Borrower may, from time to time,
by giving notice to the Administrative Agent no later than three Business Days
before the date (or, in the case of any Swingline Borrowing, no later than
12:00 noon on the date) of the prepayment, prepay, without premium or penalty
and in whole or part, the principal amount of any Borrowing so long as:


(A)          the notice by the Borrower specifies
the amount and Borrowing to be prepaid,


(B)           each voluntary partial prepayment
must be in a principal amount of not less than $1,000,000 or a greater integral
multiple of $1,000,000 (or in the case of any Swingline Borrowing, not less
than $100,000 or a greater integral multiple of $100,000), plus accrued
interest on the amount prepaid to the date of such prepayment, and


(C)           the Borrower shall pay the Funding
Loss, if any, within five Business Days following an affected Lender’s demand
and delivery to the Borrower of the certificate as provided in Section
3.18.  Conversions on the last day of
Interest Period pursuant to Section 3.10 are not prepayments.


(ii)           Reserved.


(iii)          If at any time, the sum of the
aggregate principal amount of all Borrowings (including Swingline Borrowings)
outstanding plus LC Outstandings shall exceed the total Commitments, the
Borrower shall forthwith prepay Borrowings, and, to the extent provided for by
this Section 3.2(c)(iii), deposit funds in the Cash Collateral Account in
respect of LC Outstandings pursuant to Section 12.1(d), in a principal amount
equal to such excess, together with accrued interest to the date of such
prepayment on the principal amount of Borrowings prepaid and any Funding Losses
owing in connection therewith.


(iv)          Prepayments of Revolver Borrowings
pursuant to this Section 3.2(c) shall be applied, first, to prepay Base Rate
Borrowings, second, to prepay any LIBOR Rate Borrowing that has an Interest
Period the last day of which is the same as the date of such prepayment, and,
third to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or,
at the Borrower’s option, to cash collateralize such other LIBOR Rate
Borrowings (which cash collateral will be applied on the last day of the
Interest Period of each such LIBOR Rate Borrowing to prepay such LIBOR Rate
Borrowings).



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(c)           Section 3.9 (“Interest
Periods”) of the Credit Agreement is hereby amended by deleting
clause (d) of Section 3.9 in its entirety and substituting in lieu thereof the
following clause (d):


(d)           no more than seven Interest Periods
may be in effect at one time.


SECTION 5. 
Amendments to Article VII (“Representations and Warranties”).


Section 7.20 (“Restrictions on Distributions”) of the
Credit Agreement is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section 7.20:


SECTION 7.20.  Restrictions on Distributions.


Except (i) as disclosed on Schedule 7.20, and (ii) for
restrictions imposed on issuers of Hybrid Securities pursuant to the terms of
the instruments and agreements evidencing and governing such Hybrid Securities,
no Subsidiary (other than any Excluded Subsidiary) of the Borrower is subject
to any restriction on such Subsidiary’s ability to directly or indirectly
declare, make or pay Distributions to the Borrower.


SECTION 6. 
Amendments to Article IX (“Negative Covenants”).


(a)           Section 9.1 (“Debt”)
of the Credit Agreement is hereby amended by deleting clause (g) thereof in its
entirety and adding new clauses (g) and (h) to Section 9.1 as follows:


(g)           Jonah Gas Debt.  Following the consummation of the
Jonah-Enterprise Transactions and during any period when Enterprise Products
Operating L.P. or its affiliates (other than the Borrower or any other Company)
own any partnership interests in Jonah Gas, Debt of Jonah Gas (i) owing to the
owners of its partnership interests, and (ii) other Debt in an aggregate
principal amount not to exceed $50,000,000.


(h)           Other Debt.  Debt not otherwise described in the preceding
clauses (a) through (g) so long as no Event of Default shall have occurred and
be continuing, provided that following the consummation of the Jonah-Enterprise
Transactions and during any period when Enterprise Products Operating L.P. or
its affiliates (other than the Borrower or any other Company) own any
partnership interests in Jonah Gas, Jonah Gas shall not create, incur, assume
or suffer to exist any Debt other than as described in the preceding clause
(g).


(b)           Section 9.5 (“Transaction
with Affiliates”) of the Credit Agreement is hereby amended by
deleting the word “and” immediately preceding clause (e) thereof and replacing
it with a comma, and by deleting the period appearing at the end of clause (e)
and adding a new clause (f) at the end of Section 9.5 as follows:


, and (f) the Jonah-Enterprise Transactions.



 11
 






 



 


(c)           Section 9.10 (“Amendment
of Constituent Documents”) of the Credit Agreement is hereby amended
by deleting such Section in its entirety and substituting in lieu thereof the
following Section 9.10:


SECTION
9.10.  Amendment of Constituent
Documents.


The Borrower will not,
and will not cause or permit any other Company (other than any Excluded
Subsidiary) to, materially amend or modify its Constituent Documents, except
that (i) the Borrower’s agreement of limited partnership may be amended
pursuant to the terms of the Fourth Amended and Restated Agreement of Limited
Partnership of TEPPCO Partners, L.P. substantially in the form set forth in the
Borrower’s preliminary proxy statement on Form PRE14A filed with the Securities
and Exchange Commission on June 26, 2006 (with such other changes thereto as
the Administrative Agent shall approve), and (ii) any Company (other than the
Borrower) may amend or modify its Constituent Documents in order to conform
them with the amendments and modifications made pursuant to clause (i) of this
Section 9.10.


(d)           Section 9.17 (“Restrictive
Agreements”) of the Credit Agreement is hereby amended by deleting
subclause (i) of clause (a) of such Section in its entirety and substituting in
lieu thereof the following subclause (i) of clause (a) of Section 9.17 as follows:


(i)  any
restrictions imposed in connection with (A) the issuance by any Subsidiary of
the Borrower of Permitted Non-Recourse Debt or any Hybrid Securities or (B) any
Securitization Transaction, in each case as provided in the instruments and
agreements evidencing or governing such transactions, or


SECTION 7. 
Amendments to Article X (“Financial Covenants”).


Section
10.2 (“Consolidated Funded Debt to Pro Forma EBITDA”)
of the Credit Agreement is hereby amended by adding an additional sentence at
the end of Section 10.2 as follows:


For purposes of this
Section 10.2, to the extent Consolidated Funded Debt includes Hybrid
Securities, then an amount of such Hybrid Securities not to exceed a total of
15% of Consolidated Total Capitalization shall be excluded from Consolidated
Funded Debt, and Pro Forma EBITDA may include, at the Borrower’s option, any
Material Project EBITDA Adjustments as provided in the definition of Adjusted
Consolidated EBITDA.


SECTION 8. 
Amendment to Article XI (“Events of Default”).


Section
11.7 (“Change of Control”) of the Credit
Agreement is hereby amended by adding a sentence at the end of Section 11.7 as
follows:


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 partnership interests of Jonah
Gas.



 12
 






 



 


SECTION 9. 
Additional Exhibit to Credit Agreement.


The
Credit Agreement is hereby amended by adding an additional Exhibit F (“Swingline Note”) to the Credit Agreement in the form
attached to this Amendment.


SECTION 10. 
Full Release of the Jonah Guaranty; Reinstatement.


In connection
with the Amendment, each of the Lenders, the Administrative Agent and the LC
Issuing Bank agree to execute the Full Release of Guaranty Obligations attached
hereto as Annex II. 
Notwithstanding the foregoing, (i) if the Jonah-Enterprise Transactions
shall not be consummated by September 30, 2006, or (ii) if following
consummation of the Jonah-Enterprise Transactions, none of Enterprise Products
Operating L.P. or its affiliates (other than the Borrower or any other Company)
shall at any time continue to own any partnership interests in Jonah Gas, then
in any such case, the Borrower shall, and shall cause Jonah Gas to, promptly
take the actions set forth in Article VI of the Credit Agreement for the
execution and delivery to the Administrative Agent by Jonah Gas of a Guaranty
and all related documents and information as provided therein.


SECTION 11. 
Conditions of Effectiveness.  This Amendment shall become effective when
each of the following conditions shall have been fulfilled:


(i)            each
of the Lenders, the Borrower, the Administrative Agent and the LC Issuing Bank
shall have executed and delivered to the Administrative Agent a counterpart of
this Amendment, and the Borrower shall have executed and delivered to the
Administrative Agent the Swingline Note;


(ii)           each
of the Lenders, the Administrative Agent and the LC Issuing Bank shall have
executed and delivered to the Borrower a counterpart of the Full Release of
Guaranty Obligations attached hereto as Annex II; and


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


SECTION 12. 
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 and the Credit Agreement, as amended hereby) 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 execution, delivery and performance of
this Amendment, the Swingline Note, and the Reaffirmation of Guarantors 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



 13
 






 



 


violations that individually or collectively
are not a Material Adverse Event, do not violate any provision of Legal
Requirement applicable to any respective Company or any material agreement to
which any respective Company is a party, (c) upon execution and delivery of
this Amendment, the Swingline Note and the Reaffirmation of Guarantors 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.


SECTION 13. 
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 14. 
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 15. 
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 16. 
Change in Co-Documentation Agents.  The parties acknowledge that, from and after
the effective date of this Amendment, The Royal Bank of Scotland plc shall be
one of the Co-Documentation Agents designated for purposes of the Credit
Agreement, and KeyBank, National Association, shall cease to be so designated
as a Co-Documentation Agent for purposes of the Credit Agreement.


SECTION 17. 
Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of the New York.



 14














 


 


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, LC Issuing Bank and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PETER PANOS

  	
   

  
	
   

  	
   

  	
  Name: Peter Panos

  
	
   

  	
   

  	
  Title: Vice President

  
							



SEGNATURE PAGE TO THIRD AMENDMENT









 



 


	
  

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  as Syndication Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SHANNAN TOWNSEND

  	
   

  
	
   

  	
   

  	
  Name: Shannan Townsend

  
	
   

  	
   

  	
  Title:   Director

  



 









 



 


	
  

  	
  BNP PARIBAS, as
  Co-Documentation Agent

  and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  RUSSELL
  OTTS

  	
   

  
	
   

  	
   

  	
  Name:  Russell
  Otts

  
	
   

  	
   

  	
   Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  GREG
  SMOTHERS

  	
   

  
	
   

  	
   

  	
  Name:  Greg
  Smothers

  
	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  



 









 



 


	
  

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  (successor by merger to Bank One, N.A. (Main Office
  Chicago)), as Co-Documentation Agentand Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DIANNE L. RUSSELL

  	
   

  
	
   

  	
   

  	
  Name:  Dianne
  L. Russell

  
	
   

  	
   

  	
    Title:  
  Vice President

  



 









 



 


	
  

  	
  KEYBANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ THOMAS RAJAN

  	
   

  
	
   

  	
   

  	
  Name:  Thomas Rajan

  
	
   

  	
   

  	
   Title: 
    Senior Vice President

  



 









 



 


	
  

  	
  THE ROYAL BANK OF SCOTLAND PLC,

  
	
   

  	
  as
  Co-Documentation Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  MATTHEW MAIN

  	
   

  
	
   

  	
   

  	
  Name:  Matthew Main

  
	
   

  	
   

  	
    Title:  
  Managing Director

  



 









 



 


	
  

  	
  THE
  BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RAYMOND J. PALMER

  	
   

  
	
   

  	
   

  	
  Name:  Raymond J. Palmer

  
	
   

  	
   

  	
    Title:  
  Vice President

  



 









 



 


	
  

  	
  WELLS
  FARGO BANK, NA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  GREG PARTEN

  	
   

  
	
   

  	
   

  	
  Name: Greg
  Parten

  
	
   

  	
   

  	
    Title:  
  Vice President

  



 









 



 


	
  

  	
  UBS
  LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  RICHARD L. TAVROW

  	
   

  
	
   

  	
   

  	
  Name:  Richard L. Tavrow

  
	
   

  	
   

  	
    Title:  
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  IRJA R. OTSA

  	
   

  
	
   

  	
   

  	
  Name: Irja R.
  Otsa

  
	
   

  	
   

  	
    Title: 
  Associate Director

  



 









 



 


	
  

  	
  UNION
  BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  ALISON FUQUA

  	
   

  
	
   

  	
   

  	
  Name: Alison
  Fuqua

  
	
   

  	
   

  	
  Title:   Investment
  Banking Officer

  



 















 


 


	
  

  	
  KBC BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ERIC RASKIN

  	
   

  
	
   

  	
   

  	
  Name: Eric Raskin

  
	
   

  	
   

  	
    Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  By: /s/ ROBERT SNAUFFER

  	
   

  
	
   

  	
   

  	
  Name: Robert Snauffer

  
	
   

  	
   

  	
  Title:  First
  Vice President

  
					



 









 



 


	
   

  	
  BANK OF COMMUNICATIONS, NEW

  YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ YURLING LIU

  	
   

  
	
   

  	
   

  	
  Name: Yurling Liu

  
	
   

  	
   

  	
    Title:  Deputy General Manager

  



 









 



 


	
  

  	
  BANK HAPOALIM B.M.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ HELEN H.
  GATESON

  	
   

  
	
   

  	
   

  	
  Name: Helen H. Gateson

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHARLES MCLAUGHLIN

  	
   

  
	
   

  	
   

  	
   Name: Charles
  McLaughlin

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  
					



 









 



REAFFIRMATION
OF GUARANTORS


Each
Guarantor 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 the indebtedness now or hereafter outstanding under
the Credit Agreement as amended hereby and all promissory notes issued
thereunder. Each Guarantor 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 obligation of
the Borrower, the Guaranty (i) is and shall continue to be an absolute,
unconditional, joint and several, continuing and irrevocable guaranty of
payment of “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 original liability of
the Guarantors under the Guaranty.


	
  

  	
  VAL
  VERDE GAS GATHERING COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TEPPCO NGL PIPELINES, LLC, its

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ WILLIAM G. MANIAS

  	
   

  
	
   

  	
   

  	
   

  	
  Name: William G. Manias

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President and Chief

  
	
   

  	
   

  	
   

  	
  Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TCTM, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TEPPCO GP, INC., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ WILLIAM G. MANIAS

  	
   

  
	
   

  	
   

  	
  Name: William G.
  Manias

  
	
   

  	
   

  	
  Title:    Vice President and Chief

  
	
   

  	
   

  	
  Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  TEPPCO MIDSTREAM COMPANIES,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TEPPCO GP, INC., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ WILLIAM G. MANIAS

  	
   

  
	
   

  	
   

  	
   

  	
  Name: William G. Manias

  
	
   

  	
   

  	
   

  	
  Title:    Vice
  President and Chief

  
	
   

  	
   

  	
   

  	
  Financial
  Officer

  



 


SIGNATURE PAGE TO REAFFIRMATION
OF GUARANTORS









 



 


	
  

  	
  TE PRODUCTS PIPELINE COMPANY,

  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TEPPCO GP, INC., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ WILLIAM G. MANIAS

  	
   

  
	
   

  	
   

  	
  Name: William G.
  Manias

  
	
   

  	
   

  	
   Title:    Vice President and Chief

  
	
   

  	
   

  	
  Financial
  Officer

  



 















 


EXHIBIT F


FORM OF SWINGLINE NOTE


	
  $25,000,000

  	
   

  	
  , 2006

  



FOR VALUE RECEIVED, TEPPCO
PARTNERS, L.P., a Delaware limited partnership (the “Maker”), promises to pay to the
order of SUNTRUST BANK (the “Payee”),
the principal amount of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00)
or, if less, the aggregate principal amount of all Swingline Loans made by
Payee to Borrower pursuant to the Credit Agreement defined below, together with
interest on the unpaid amounts thereof from time to time outstanding.


This
Swingline Note is a “Note” under the Amended and Restated Credit Agreement,
dated as of October 21, 2004 (as the same has been, and may hereafter be,
amended, supplemented or restated from time to time, the “Credit
Agreement”), among the Maker, the Payee, certain other Lenders
from time to time, and SunTrust Bank, as the Administrative Agent for the
Lenders.  All of the terms defined in the
Credit Agreement have the same meanings when used in this Swingline Note,
unless otherwise defined herein.


This
Swingline Note incorporates by reference the principal and interest payment
terms in the Credit Agreement for this Swingline Note, including, without
limitation, the final maturity date for this Swingline Note, which is the
Stated Termination Date.  Principal and
interest are payable to the holder of this Swingline Note by payment to the
Administrative Agent at its offices at 303 Peachtree Street, N.E., 10th Floor,
Atlanta, Georgia 30308 or at any other address of which the Administrative
Agent may notify the Maker in writing.


This
Swingline Note also incorporates by reference all other provisions in the
Credit Agreement applicable to this Swingline Note, including provisions for
disbursement of principal, applicable interest rates before and after certain
Events of Default, voluntary and mandatory prepayments, acceleration of
maturity, exercise of Rights, payment of attorney’s fees, courts costs and
other costs of collection, certain waivers by the Maker and other obligors,
assurances and security, choice of New York and United States federal law,
usury savings and other matters applicable to the Credit Documents under the
Credit Agreement.









 



IN
WITNESS WHEREOF, Maker has caused this Swingline Note to be made and delivered
to Payee as of the date first above written.


	
  

  	
  TEPPCO PARTNERS, L.P., as the Maker

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TEXAS EASTERN PRODUCTS PIPELINE

  COMPANY, LLC, as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 



 2















 


 


ANNEX I


CLOSING DOCUMENTS


1.                                                                                       REAFFIRMATION
OF GUARANTORS, executed by each of TCTM, TE Products, Midstream and Val Verde,
in the form attached to the Third 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 12 of
the Third Amendment.


3.                                                                                       OFFICERS’
CERTIFICATE executed by the President or a Vice President and by the Secretary
of an Assistant Secretary of Texas Eastern certifying (a) resolutions adopted
by Texas Eastern’s directors authorizing the executing and delivery of the
Third Amendment on behalf of Texas Eastern and the Borrower, as the case may
be, (b) the incumbency and signatures of officers of Texas Eastern authorized
to execute and deliver any Credit Document, and (c) the absence of any
amendment, supplement, cancellation, rescission or other modification of the
organizational documents of the Borrower or Texas Eastern since December 13,
2005 [except as attached as Annex B to such Officers’ Certificate].


	
  Annex A

  	
   

  	
  –

  	
   

  	
  Resolutions of Texas Eastern’s Directors

  
	
  [Annex B

  	
   

  	
  –

  	
   

  	
  Modifications to Organizational Documents]

  



4.                                                                                       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
Reaffirmation of Guarantors on behalf of TEPPCO GP and certain of the
Guarantors, (b) the incumbency and signatures of officers of TEPPCO GP
authorized to execute and deliver any Credit Document in connection therewith,
and (c) the absence of any amendment, supplement, cancellation, rescission or
other modification of the organizational documents of TEPPCO GP, TE Products
Pipeline Company, TCTM, L.P. or TEPPCO Midstream Companies [except as attached
as Annex B to such Officers’ Certificate].


	
  Annex A

  	
   

  	
  –

  	
   

  	
  Resolutions of TEPPCO GP’s Directors

  
	
  [Annex B

  	
   

  	
  –

  	
   

  	
  Modifications to Organizational Documents]

  



5.                                                                                       OFFICERS’
CERTIFICATE executed by the President or a Vice President and by the Secretary
or an Assistant Secretary of TEPPCO NGL Pipelines, LLC, certifying
(a) resolutions adopted by TEPPCO NGL Pipelines, LLC’s directors
authorizing the executing and delivery of the Reaffirmation of Guarantors on
behalf of TEPPCO NGL Pipelines, LLC, and Val Verde Gas Gathering Company,









 



 


L.P., (b) the incumbency and signatures of
officers of TEPPCO NGL Pipelines, LLC authorized to execute and deliver any
Credit Document in connection therewith, and (c) the absence of any amendment,
supplement, cancellation, rescission or otehr modification of the
organizational documents of the Borrower or TEPPCO NGL Pipelines, LLC or Val
Verde Gas Gathering Company [except as attached as Annex B to such Officers’
Certificate].


	
  Annex A

  	
   

  	
  –

  	
   

  	
  Resolutions of TEPPCO NGL Pipelines, LLC’s Directors

  
	
  [Annex B

  	
   

  	
  –

  	
   

  	
  Modifications to Organizational Documents]

  



6.                                                                                       OPINION
OF BRACEWELL & GIULIANI LLP, as counsel to the Borrower and the Guarantors,
addressed to the Administrative Agent and the Lenders, with respect to the
Amendment, Swingline Note and Reaffirmation of Guarantors, and such other
matters as the Administrative Agent may reasonably request.


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



 2














 


 


ANNEX II


FULL RELEASE OF GUARANTY OBLIGATIONS


THIS FULL RELEASE OF GUARANTY OBLIGATIONS (this “Release”) is made and entered into
effective as of July [           ], 2006,
by the financial institutions signatory hereto (the “Lenders”),
SUNTRUST BANK (“SunTrust”), as the
Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and the LC
Issuing Bank (in such capacity, the “LC Issuing Bank”)
in favor of Jonah Gas Gathering Company, a Wyoming general partnership (“Jonah Gas”).


WITNESSETH:


WHEREAS,
TEPPCO PARTNERS, L.P., a Delaware
limited partnership (the “Borrower”),
the Lenders, the Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent (the “Syndication Agent”),
and BNP PARIBAS,  JPMORGAN CHASE BANK,
N.A. and KEYBANK, NATIONAL ASSOCIATION, as Co-Documentation Agents (the “Co-Documentation Agents”) 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, and by a certain Second Amendment to Amended and Restated
Credit Agreement, dated as of December 13, 2005 (as so amended and as
hereafter amended, restated, supplemented or otherwise modified from time to
time (the “Credit Agreement”; the defined
terms of which are used herein unless otherwise defined herein); and


WHEREAS,
Jonah Gas and the Administrative Agent are parties to that certain Amended and
Restated Guaranty Agreement dated as of October 21, 2004 (the “Jonah Gas Guaranty”), which
guarantees the Guarantor Obligations (as defined in the Jonah Gas Guaranty);
and


WHEREAS,
on the date hereof, the Borrower, the Administrative Agent, the Lenders, the
Syndication Agent, the Co-Documentation Agents and the L/C Issuing Bank have
entered into a Third Amendment to Amended and Restated Credit Agreement and
Full Release of the Jonah Gas Guaranty (the “Third
Amendment”); and


WHEREAS,
among other things, the Third Amendment requires that Jonah Gas be fully
released from its Guarantor Obligations under the Jonah Gas Guaranty.


NOW,
THEREFORE, for good and valuable consideration, the
sufficiency and receipt of all of which are acknowledged, each Lender, the
Administrative Agent and the LC Issuing Bank hereby fully releases and
discharges Jonah Gas from all present and future Guarantor Obligations which
currently exist or may exist in the future under or in connection with the
Jonah Gas Guaranty.  Notwithstanding the
foregoing, this is a release of Jonah Gas only, and nothing in this Release
shall be construed to be a release of any other Guarantor or any obligations of
the Borrower or any other Guarantor in connection









 



with the Credit
Agreement or any other Guaranty or other Credit Document executed in connection
therewith.


THIS
RELEASE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


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


	
  

  	
   

  	
  SUNTRUST BANK, as
  Administrative

  Agent, LC Issuing Bank and Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ PETER PANOS 

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Peter Panos

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 
















 


	
  

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SHANNAN TOWNSEND

  	
   

  
	
   

  	
   

  	
  Name: Shannan Townsend

  
	
   

  	
   

  	
  Title: Director

  










 



 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BETSY JOCHER

  	
   

  
	
   

  	
   

  	
  Name:  Betsy
  Jocher

  
	
   

  	
   

  	
  Title:   
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  GREG
  SMOTHERS

  	
   

  
	
   

  	
   

  	
  Name:  Greg
  Smothers

  
	
   

  	
   

  	
  Title:    Vice
  President

  
					



 



 2
 






 



 


	
  

  	
  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

  
					



 



 3
 






 



 


	
  

  	
  KEYBANK, NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  THOMAS
  RAJAN

  	
   

  
	
   

  	
   

  	
  Name:  Thomas
  Rajan

  
	
   

  	
   

  	
  Title:   
  Senior Vice President

  
					



 



 4
 






 



 


	
  

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  MATTHEW MAIN

  	
   

  
	
   

  	
   

  	
  Name:  Matthew
  Main

  
	
   

  	
   

  	
  Title:   
  Managing Director

  
					



 



 5
 






 



 


	
  

  	
  THE BANK OF
  NEW YORK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  RAYMOND
  J. PALMER

  	
   

  
	
   

  	
   

  	
  Name:  Raymond
  J. Palmer

  
	
   

  	
   

  	
  Title:    Vice
  President

  
					



 



 6














 


 


	
  

  	
  WELLS FARGO BANK, NA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GREG PARTEN

  	
   

  
	
   

  	
   

  	
  Name: Greg Parten

  
	
   

  	
   

  	
  Title:Vice President

  




 7
 






 



 


	
  

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  RICHARD L. TAVROW

  	
   

  
	
   

  	
   

  	
  Name:  Richard
  L. Tavrow

  
	
   

  	
   

  	
  Title:   
  Director, Banking Products Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  IRJA R. OTSA

  	
   

  
	
   

  	
   

  	
  Name:  Irja R.
  Otsa

  
	
   

  	
   

  	
  Title:   
  Associate Director, Banking Products Services, US

  



 



 8
 






 



 


	
  

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  ALISON
  FUQUA

  	
   

  
	
   

  	
   

  	
  Name:  Alison
  Fuqua

  
	
   

  	
   

  	
  Title:   
  Investment Banking Officer

  
					



 



 9
 






 



 


	
  

  	
  KBC BANK N.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  ERIC
  RASKIN

  	
   

  
	
   

  	
   

  	
  Name:  Eric
  Raskin

  
	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT SNAUFFER

  	
   

  
	
   

  	
   

  	
  Name:  First
  Vice President

  
	
   

  	
   

  	
  Title:

  
					



 



 10
 






 



 


	
  

  	
  BANK OF COMMUNICATIONS, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  YURLING
  LIU

  	
   

  
	
   

  	
   

  	
  Name:   
  Yurling Liu

  
	
   

  	
   

  	
  Title:   
  Deputy General Manager

  
					



 



 11
 






 



 


	
  

  	
  BANK HAPOALIM B.M.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ 
  HELEN H. GATESON

  	
   

  
	
   

  	
   

  	
  Name:     Helen H. Gateson

  
	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/  LEROY HACKETT

  	
   

  
	
   

  	
   

  	
  Name:     Leroy Hackett

  
	
   

  	
   

  	
  Title:   
  First Vice President

  
					



 



 12