exv10w8



 




EXHIBIT 10.1 




FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED

ADMINISTRATIVE SERVICES AGREEMENT




by and among




EPCO, INC.




(formerly known as Enterprise Products Company)




ENTERPRISE GP HOLDINGS L.P.




EPE HOLDINGS, LLC




ENTERPRISE PRODUCTS PARTNERS L.P.




ENTERPRISE PRODUCTS OPERATING L.P.




ENTERPRISE PRODUCTS GP, LLC




ENTERPRISE PRODUCTS OLPGP, INC.




DEP HOLDINGS, LLC




DUNCAN ENERGY PARTNERS L.P.




DEP OPERATING PARTNERSHIP, L.P.




TEPPCO PARTNERS, L.P.




TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC




TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP




TEPPCO MIDSTREAM COMPANIES, L.P.




TCTM, L.P.




and




TEPPCO GP, INC.




 









 





FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED

ADMINISTRATIVE SERVICES AGREEMENT




     THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this
“Agreement”) is entered into this 28th day of February, 2007, but effective as of March 1, 2007
(the “Effective Date”), by and among EPCO, Inc., a Texas corporation formerly known as Enterprise
Products Company (“EPCO”), Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”), EPE
Holdings, LLC, a Delaware limited liability company (“EPE GP”), Enterprise Products Partners L.P.,
a Delaware limited partnership (“EPD”), Enterprise Products Operating L.P., a Delaware limited
partnership (“EPD OLP”), Enterprise Products GP, LLC, a Delaware limited liability company (“EPD
GP”), Enterprise Products OLPGP, Inc., a Delaware corporation (“EPD OLPGP”), DEP Holdings, LLC, a
Delaware limited liability company (“DEP Holdings”), Duncan Energy Partners L.P., a Delaware
limited partnership (“DEP”), DEP Operating Partnership, L.P., a Delaware limited partnership (“DEP
OLP”), TEPPCO Partners, L.P., a Delaware limited partnership (“TPP”), Texas Eastern Products
Pipeline Company, LLC, a Delaware limited liability company (“TPP GP”), TE Products Pipeline
Company, Limited Partnership, a Delaware limited partnership (“TE LP”), TEPPCO Midstream Companies,
L.P., a Delaware limited partnership (“TEPPCO Midstream”), TCTM, L.P., a Delaware limited
partnership (“TCTM”), and TEPPCO GP, Inc., a Delaware corporation (“TEPPCO Inc.”).



RECITALS




     The purpose of this Agreement is to delete Exhibit B to that certain Fourth Amended and
Restated Administrative Services Agreement (the “Fourth Amendment”), dated January 30, 2007 but
effective as of February 5, 2007, among the Parties hereto. Capitalized terms used but not
defined in this Agreement shall have the meanings assigned to such terms in the Fourth Amendment.



AGREEMENTS




     NOW, THEREFORE, in consideration of the premises and the covenants, conditions, and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto hereby agree as follows:




	 	1.	 	Exhibit B to the Fourth Amendment is hereby deleted in its entirety and
Section 5.5 of the Fourth Amendment and all references to Exhibit B in the Fourth
Amendment are also hereby deleted.
	 
	 	2.	 	All terms, conditions and provisions of the Fourth Amendment are continued in full force
and effect and shall remain unaffected and unchanged except as specifically amended hereby. The
Fourth Amendment, as amended hereby, is hereby ratified and reaffirmed by the parties hereto who
specifically acknowledge the validity and enforceability thereof.
	 
	 	3.	 	This Agreement shall be subject to and governed by the laws of the State of Texas. Each
Party hereby submits to the exclusive jurisdiction of the state and federal courts in the State of
Texas and to exclusive venue in Houston, Harris County, Texas.
	 
	 	4.	 	This Agreement constitutes the entire agreement of the Parties relating to the matters
contained herein, superseding all prior contracts or agreements among the parties, whether oral or
written, relating to the matters contained herein.
	 
	 	5.	 	This Agreement may be executed in any number of counterparts with the
same effect as if all Parties had signed the same document. All counterparts shall
be construed together and shall constitute one and the same instrument.





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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their
respective authorized officers as of February 28, 2007, to be effective as of the Effective Date.



	 	 	 	 	 	 	 
	 	 	EPCO, INC. (formerly known as Enterprise	 	 
	 	 	Products Company, a Texas corporation)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard H. Bachmann	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard H. Bachmann	 	 
	 

	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	Chief Legal Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	1100 Louisiana, 10th Floor	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Facsimile No.: (713) 381-6500	 	 






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	 	 	ENTERPRISE GP HOLDINGS L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	EPE HOLDINGS, LLC	 	 
	 	 	Individually and as Sole General Partner of	 	 
	 	 	Enterprise GP Holdings L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Randall Fowler	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	W. Randall Fowler	 	 
	 

	 	 	 	Senior Vice President and Chief	 	 
	 

	 	 	 	Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	1100 Louisiana, 10th Floor	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Facsimile No.: (713) 381-8200	 	 
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS GP, LLC,	 	 
	 	 	Individually and as Sole General Partner of	 	 
	 	 	Enterprise Products Partners L.P., and	 	 
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OLPGP, INC.,	 	 
	 	 	Individually and as Sole General Partner of	 	 
	 	 	Enterprise Products Operating L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Randall Fowler	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	W. Randall Fowler	 	 
	 

	 	 	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	1100 Louisiana, 10th Floor	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Facsimile No.: (713) 381-8200	 	 






 









 





	 	 	 	 	 	 	 
	 	 	DUNCAN ENERGY PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	DEP HOLDINGS, LLC	 	 
	 	 	Individually and as Sole General Partner	 	 
	 	 	of Duncan Energy Partners L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Michael A. Creel	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Michael A. Creel	 	 
	 

	 	 	 	Executive Vice President and Chief Financial
Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	1100 Louisiana, 10th Floor	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Facsimile No.: (713) 381-8200	 	 
	 
	 	 	 	 	 	 
	 	 	DEP OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: DEP OLPGP, LLC, as Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Michael A. Creel	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Michael A. Creel	 	 
	 

	 	 	 	Executive Vice President and Chief Financial
Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	1100 Louisiana, 10th Floor	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Facsimile No.: (713) 381-8200	 	 






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	 	 	TEPPCO PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	TEXAS EASTERN PRODUCTS PIPELINE	 	 
	 	 	COMPANY, LLC	 	 
	 	 	Individually and as Sole General Partner of	 	 
	 	 	TEPPCO Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ William G. Manias	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	William G. Manias, Vice President and Chief
Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	1100 Louisiana, Suite 1600	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Facsimile No.: (713) 381-4039	 	 
	 
	 	 	 	 	 	 
	 	 	TE PRODUCTS PIPELINE COMPANY,	 	 
	 	 	LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 	 	TEPPCO MIDSTREAM COMPANIES, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	TCTM, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	TEPPCO GP, Inc.	 	 
	 	 	Individually and as Sole General Partner of TE	 	 
	 	 	Products Pipeline Company, Limited Partnership,	 	 
	 	 	TEPPCO Midstream Companies, L.P. and TCTM,
L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ William G. Manias	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	William G. Manias, Vice President and Chief
Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	1100 Louisiana, Suite 1600	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Facsimile No.: (713) 381-4039	 	 






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