**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**.**, aDelaware limited partnership (the “***Borrower***”), the several banks and other financial institutionslisted on the signature pages attached hereto (collectively, the “***Lenders***”), and SUNTRUST BANK(“***SunTrust***”), as the Administrative Agent for the Lenders (in such capacity, the “***AdministrativeAgent***”).**WITNESSETH****:**     WHEREAS, the Borrower, the Lenders, and the Administrative Agent are parties to a certainAmended and Restated Credit Agreement, dated as of October 21, 2004, as amended by a certain FirstAmendment to Amended and Restated Credit Agreement, dated as of February 23, 2005, by a certainSecond Amendment to Amended and Restated Credit Agreement, dated as of December 13, 2005, and by acertain Third Amendment to Amended and Restated Credit Agreement dated as of July 31, 2006 (as soamended 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 accommodationsavailable to the Borrower; and     WHEREAS, the Borrower has advised the Lenders and the Administrative Agent that it proposes tocause certain of its Subsidiaries that are Delaware limited partnerships to be converted into Texaslimited partnerships, and to merge such Subsidiaries with and into newly organized Texas limitedliability companies, and in connection with such conversion and merger transactions the Borrowerhas requested that the Lenders and the Administrative Agent amend the Credit Agreement and waiveany Potential Defaults or Events of Default that may be deemed to occur or result from suchconversion and merger transactions, all as set forth in this Amendment, and subject to the termsand conditions hereof, the Lenders are willing to do so;     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all ofwhich 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 themeanings 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 thedefinitions 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 companyand successor by merger to TEPPCO Midstream Companies, L.P., a Texas limited partnership andformerly a Delaware limited partnership.     ***“TE Products”***means TE Products Pipeline Company, LLC, a Texas limited liabilitycompany and successor by merger to TE Products Pipeline Company, Limited Partnership, aTexas limited partnership and formerly a Delaware limited partnership.     ***“TEPPCO Crude”***means TEPPCO Crude Pipeline, LLC, a Texas limited liability company andsuccessor by merger to TEPPCO Crude Pipeline, L.P., a Texas limited partnership and formerlya Delaware limited partnership.     ***“TEPPCO Crude Pipeline”***means TEPPCO Crude Pipeline, LLC, a Texas limited liabilitycompany and successor by merger to TEPPCO Crude Pipeline, L.P., a Texas limited partnershipand formerly a Delaware limited partnership.     (b) Section 1.1 (*“Definitions”*) of the Credit Agreement is hereby further amended by addingthe following terms and accompanying definitions in appropriate alphabetical order:     ***“LLC Reorganization Transactions”***means, collectively, (i) the transactions moreparticularly described on Annex I attached to the Fourth Amendment to Amended andRestated Credit Agreement and Waiver dated as of June 29, 2007, among the Borrower, theLenders, and the Administrative Agent, pursuant to which certain Subsidiaries of theBorrower that are Delaware limited partnerships are being converted into Texas limitedpartnerships, with such Texas limited partnerships being merged with and into certain newlyorganized Texas limited liability companies, effective as of June [30], 2007, and (ii) anytransactions that are substantially similar, both in form and substance, to those describedin the preceding clause (i), pursuant to which any wholly owned Subsidiary of the Borrowerthat is a limited partnership is converted into and/or merged with and into a wholly ownedSubsidiary of the Borrower that is a limited liability company, with such limited liabilitycompany succeeding to all of the assets, properties, obligations and liabilities of suchlimited partnership, provided that (x) the Borrower shall have provided writtennotice of such transaction to the Administrative Agent, and (y) if such limited partnershipis a Guarantor, then the Borrower shall also have caused to be provided to theAdministrative Agent a comparable Acknowledgment and Assumption Agreement executed by suchsuccessor limited liability company and the comparable certificates, opinions and otherdocuments with respect to such limited liability company, all as described on AnnexII 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 followingsentence at the end of such section:
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Notwithstanding anything to the contrary contained in this Section 9.11, theBorrower and the Companies, as applicable, may consummate the LLC ReorganizationTransactions.     ***SECTION 4. Amendment to Article XI (“Events of Default”).***     Section 11.7 (*“Change of Control”*) of the Credit Agreement is hereby amended by deleting suchSection 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 toown (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 ownedSubsidiary of Enterprise GP Holdings L.P. which has no other assets or businessesother than Equity Interests of the Borrower ceases to be the sole general partner ofthe Borrower; or (c) TEPPCO GP or any direct or indirect wholly owned Subsidiary ofthe 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 nobusinesses other than serving as a general partner, managing member or manager ofsuch entities ceases to be the sole general partner, managing member or manager ofTE Products, TCTM, or Midstream; or (d) TEPPCO GP and Midstream or any one or moredirect or indirect wholly owned Subsidiaries of the Borrower, each of which has noother assets other than Equity Interests of TE Products, TCTM, Midstream or anyother Subsidiary of the Borrower and has no businesses other than serving as ageneral partner, managing member or manager of such entities cease to be the solegeneral partners, managing members or managers of (or if Jonah Gas has only onegeneral partner, managing member or manager, the sole general partner, managingmember 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 TexasEastern; or (f) Midstream ceases to own (i) at least 99.999% of the Equity Interestsin 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 bedeemed to have occurred or exist under this Section 11.7 as a result of theconsummation of the Jonah-Enterprise Transactions unless the Borrower, directly orindirectly, ceases to own at least 60% of the outstanding Equity Interests of JonahGas.     ***SECTION 5. Waiver of Prospective Defaults.***          Subject to the satisfaction of all conditions and requirements of this Amendment, andnotwithstanding anything to the contrary set forth in the Credit Agreement, the Lenders agree towaive any Potential Default or Event of Default that may be deemed to occur or exist under theprovisions of Section 9.5 (***“Transactions with Affiliates”***) or Section 9.10
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(***“Amendment of Constituent Documents”***) of the Credit Agreement, as a result of theconsummation of the LLC Reorganization Transactions to be consummated.     ***SECTION 6. Conditions of Effectiveness***. This Amendment shall become effective when each ofthe following conditions shall have been fulfilled:     (i) the Required Lenders, the Borrower, and the Administrative Agent shall haveexecuted and delivered to the Administrative Agent a counterpart of this Amendment, and theAcknowledgment and Assumption Agreement in the form attached to this Amendment asExhibit A (the *“Acknowledgment and Assumption Agreement”*) shall have been executedand 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 inAnnex II attached hereto.The Administrative Agent shall notify the Borrower and the Lenders of the Administrative Agent’sreceipt of the documents described in the preceding clauses (i) and (ii) and the resultingeffectiveness of this Amendment in accordance with this Section 6.     ***SECTION 7. Representations and Warranties.***The Borrower represents and warrants that (a) therepresentations and warranties contained in Article VII of the Credit Agreement (with eachreference therein to (i) “this Agreement”, “hereunder” and words of like import referring to theCredit Agreement being deemed to be a reference to this Amendment and the Credit Agreement asamended hereby and (ii) “Credit Documents”, “thereunder” and words of like import being deemed toinclude this Amendment, the Credit Agreement, as amended hereby, and the Acknowledgment andAssumption Agreement) are true and correct in all material respects (unless they speak to aspecific date, are based on facts which have changed by transactions contemplated or expresslypermitted (including as an express exception to the restrictions set forth in Article IX of theCredit Agreement) by the Credit Agreement or this Amendment or, with the consent of the RequiredLenders, are otherwise updated, modified or supplemented as of a subsequent date) on and as of thedate hereof as though made on and as of such date, (b) the LLC Reorganization Transactions and theexecution, delivery and performance of this Amendment and the Acknowledgment and AssumptionAgreement have been duly authorized by all necessary and appropriate organizational action by eachrespective Company, do not violate any of the Constituent Documents of any respective Company, andexcept for violations that individually or collectively are not a Material Adverse Event, do notviolate any provision of Legal Requirement applicable to any respective Company, the agreementsgoverning the Senior Notes, or any other material agreement to which any respective Company is aparty, (c) upon execution and delivery of this Amendment and the Acknowledgment and AssumptionAgreement by each Company party to such agreements, each document will constitute a legal andbinding 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) noevent has occurred and is continuing, or would result from the execution and delivery of thisAmendment, that constitutes an Event of Default or, to the best knowledge of the Borrower, aPotential Default.
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     ***SECTION 8. Effect on the Credit Agreement***. Except as specifically provided above, the CreditAgreement shall continue to be in full force and effect and is hereby in all respects ratified andconfirmed. The execution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy of the Lenders underthe 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 andexpenses of the Administrative Agent in connection with the preparation, execution and delivery ofthis Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses ofcounsel 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 theenforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment.     ***SECTION 10. Execution in Counterparts***. This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts (in each case, any suchexecution and delivery may occur by facsimile or pdf transmission of executed counterparts orsignature pages), each of which when so executed and delivered shall be deemed to be an originaland 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 accordancewith, the internal laws of the State of the New York.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered by their respective duly authorized officers as of the date first above written.           **TEPPCO PARTNERS, L.P.**, as Borrower             By: TEXAS EASTERN PRODUCTS