Exhibit
4.11












FIFTH
SUPPLEMENTAL INDENTURE




among




TEPPCO
PARTNERS, L.P.




as
Issuer,






TE
PRODUCTS PIPELINE COMPANY, LLC,




TCTM,
L.P.,




TEPPCO
MIDSTREAM COMPANIES, LLC




and




VAL
VERDE GAS GATHERING COMPANY, L.P.




as
Subsidiary Guarantors,




and




U.S.
BANK NATIONAL ASSOCIATION




as
Trustee




______________




March
27, 2008




______________






5.90%
Senior Notes due 2013













TABLE OF
CONTENTS








ARTICLE
      1 THE 2013 NOTES
              2SECTION
      1.1     Designation of the 2013 Notes;
      Establishment of Form.
              2SECTION
      1.2     Amount.
              3SECTION
      1.3     Redemption.
              3SECTION
      1.4     Conversion.
              3SECTION
      1.5     Maturity.
              3SECTION
      1.6     Place of
    Payment.
              3SECTION
      1.7     Subsidiary Guarantors.
              3SECTION
      1.8     Other Terms of 2013
      Notes.
              4ARTICLE
      2 AMENDMENTS TO THE INDENTURE
              4SECTION
      2.1     Definitions.
              4SECTION
      2.2     Redemption.
              9SECTION
      2.3     Covenants.
              9SECTION
      2.4     Events of Default.
              10SECTION
      2.5     Administration of
      Trust.
              11SECTION
      2.6     Required Notices or
      Demands.
              11ARTICLE
      3 VAL VERDE, TE PRODUCTS AND TEPPCO MIDSTREAM GUARANTEE
              11SECTION
      3.1     Val Verde, TE Products and TEPPCO
      Midstream Guarantee.
              11ARTICLE
      4 MISCELLANEOUS PROVISIONS
              12SECTION
      4.1     Integral
Part.
              12SECTION
      4.2     General Definitions.
              12SECTION
      4.3     Adoption, Ratification and
      Confirmation.
              12SECTION
      4.4     Counterparts.
              12SECTION
      4.5     Governing
Law.
              12EXHIBIT
      A     FORM OF 2013
      NOTE
              A-1
   i


FIFTH
SUPPLEMENTAL INDENTURE




THIS
FIFTH SUPPLEMENTAL INDENTURE, dated as of March 27, 2008 (this “Fifth
Supplemental Indenture”), among TEPPCO Partners, L.P., a Delaware limited
partnership (the “Partnership”), TE Products Pipeline Company, LLC, a Texas
limited liability company (“TE Products”), TCTM, L.P., a Delaware limited
partnership (“TCTM”), TEPPCO Midstream Companies, LLC, a Texas limited liability
company (“TEPPCO Midstream”), Val Verde Gas Gathering Company, L.P., a Delaware
limited partnership (“Val Verde” and together with TE Products, TCTM, and TEPPCO
Midstream, the “Subsidiary Guarantors”), and U.S. Bank National Association,
successor, pursuant to Section 7.09 of the Original Indenture (as defined below)
to Wachovia Bank, National Association and First Union National Bank, as trustee
(the “Trustee”).




W
I T N E S S E T H:




WHEREAS,
TE Products, TCTM, TEPPCO Midstream and Jonah Gas Gathering Company, a Wyoming
general partnership (“Jonah”), or their predecessors, and the Partnership have
heretofore executed and delivered to the Trustee an Indenture dated as of
February 20, 2002 (the “Original Indenture” and, as amended and supplemented by
this Fifth Supplemental Indenture, the “Indenture”), providing for the issuance
from time to time of one or more series of the Partnership’s Debt Securities,
and the Guarantee by each of the Subsidiary Guarantors (as defined therein) of
the Debt Securities;




WHEREAS,
Sections 2.01 and 2.03 of the Indenture provide that, without the approval of
any Holder, the Partnership and the Subsidiary Guarantors may enter into
supplemental indentures to establish the form, terms and provisions of a series
of Debt Securities issued pursuant to the Indenture;




WHEREAS,
Section 9.01(k) of the Indenture provides that the Partnership and the
Subsidiary Guarantors and the Trustee may from time to time enter into one or
more indentures supplemental thereto, without the consent of any Holders, to
establish the form or terms of Debt Securities of a new series;




WHEREAS,
Section 9.01(b) of the Indenture permits the execution of supplemental
indentures without the consent of any Holders to add to the covenants of the
Partnership or the Subsidiary Guarantors for the benefit of, and to add any
additional Events of Default with respect to, all or any series of Debt
Securities;




WHEREAS,
Section 9.01(i) of the Indenture permits the execution of supplemental
indentures without the consent of any Holders to add to, change or eliminate any
of the provisions of the Indenture with respect to all or any series of Debt
Securities, provided
that, among other things, such addition, change or elimination does not apply to
any outstanding Debt Security of any series created prior to the execution of
such supplemental indenture;




WHEREAS,
Section 9.01(i) of the Indenture permits the execution of supplemental
indentures without the consent of any Holders to add Subsidiary Guarantors with
respect to any or all of the Debt Securities;




WHEREAS,
the Partnership desires to issue a series of its Debt Securities under the
Indenture, such series to be known as its 5.90% Senior Notes due 2013 (the “2013
Notes”), the issuance of which series was authorized by or pursuant to
resolution of the Board of Directors,




- 1 -


and the
Subsidiary Guarantors desire to Guarantee the 2013 Notes as provided in Article
XIV of the Indenture;




WHEREAS,
the Partnership, pursuant to the foregoing authority, proposes in and by this
Fifth Supplemental Indenture to supplement and amend the Original Indenture
insofar as it will apply only to the 2013 Notes;




WHEREAS,
each of Val Verde, TE Products and TEPPCO Midstream is executing and delivering
this Fifth Supplemental Indenture for the purpose of providing a Guarantee of
the 2013 Notes, in accordance with the provisions of the Original
Indenture;




WHEREAS,
pursuant to the Full Release of Guarantee of Wachovia Bank, National
Association, as trustee, dated as of July 31, 2006, Jonah was fully released and
discharged from all obligations, including any obligations as a Subsidiary
Guarantor, in connection with the Indenture;




WHEREAS,
all things necessary have been done to make the 2013 Notes, when duly issued by
the Partnership and when executed on behalf of the Partnership and authenticated
and delivered in accordance with the Indenture, the valid obligations of the
Partnership, to make the Guarantee of the 2013 Notes the valid obligation of
each of the Subsidiary Guarantors, and to make this Fifth Supplemental Indenture
a valid agreement of the Partnership and the Subsidiary Guarantors, in
accordance with their and its terms;




NOW,
THEREFORE:




In
consideration of the premises provided for herein, the Partnership, the
Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal
and proportionate benefit of all Holders of the 2013 Notes as
follows:






ARTICLE
1




THE
2013 NOTES




SECTION
1.1  Designation of the 2013
Notes; Establishment of Form.




There
shall be a series of Debt Securities designated “5.90% Senior Notes due 2013” of
the Partnership (the “2013 Notes”), and the form thereof (including the notation
of Guarantee thereof) shall be substantially as set forth in Exhibit A hereto,
which is incorporated into and shall be deemed a part of this Fifth Supplemental
Indenture, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as the Partnership may deem
appropriate or as may be required or appropriate to comply with any laws or with
any rules made pursuant thereto or with the rules of any securities exchange on
which the 2013 Notes may be listed, or to conform to general usage, or as may,
consistently with the Indenture, be determined by the officers executing such
2013 Notes, as evidenced by their execution of the 2013 Notes.




The 2013
Notes will initially be issued in permanent global form, substantially in the
form set forth in Exhibit A hereto, as a Global Security.




- 2 -


The
Partnership initially appoints the Trustee to act as paying agent and Registrar
with respect to the 2013 Notes.




SECTION
1.2  Amount.




The
Trustee shall authenticate and deliver 2013 Notes for original issue in an
aggregate principal amount of up to $250,000,000 upon Partnership Order for the
authentication and delivery of 2013 Notes.  The authorized aggregate
principal amount of 2013 Notes may be increased at any time hereafter and the
series may be reopened for issuances of additional 2013 Notes, upon Partnership
Order without the consent of any Holder.  The 2013 Notes issued on the
date hereof and any such additional 2013 Notes that may be issued hereafter
shall be part of the same series of Debt Securities.




SECTION
1.3  Redemption.




(a)  There
shall be no sinking fund for the retirement of the 2013 Notes or other mandatory
redemption obligation.




(b)  The
Partnership, at its option, may redeem the 2013 Notes in accordance with the
provisions of the 2013 Notes and the Indenture.




SECTION
1.4  Conversion.




The 2013
Notes shall not be convertible into any other securities.




SECTION
1.5  Maturity.




The
Stated Maturity of the 2013 Notes shall be April 15, 2013.




SECTION
1.6  Place of
Payment.




As long
as any 2013 Notes are Outstanding, the Partnership shall maintain in the Borough
of Manhattan, The City of New York, an office or agency where the 2013 Notes may
be surrendered for registration of transfer or for exchange, an office or agency
where the 2013 Notes may be presented for payment, and an office or agency where
notices and demands to or upon the Partnership in respect of the 2013 Notes and
the Indenture may be served.  All of such offices or agencies shall
initially be the corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York, which on the date of this Fifth Supplemental
Indenture, is located at U.S. Bank National Association, 100 Wall Street, Suite
1600, EX-NY-WALL, New York, NY 10005, Attn: David Massa.  The
Partnership may also from time to time designate one or more other offices or
agencies where the 2013 Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Partnership of
its obligation to maintain an office or agency in the Borough of Manhattan, The
City of New York, for such purposes.




SECTION
1.7  Subsidiary
Guarantors.




The 2013
Notes shall be entitled to the benefits of the Guarantee of each of the
Subsidiary Guarantors as provided in Article XIV of the Indenture.




- 3 -


SECTION
1.8 Other Terms of 2013
Notes.




Without
limiting the foregoing provisions of this Article 1, the terms of the 2013 Notes
shall be as provided in the form of 2013 Notes set forth in Exhibit A hereto and
as provided in the Indenture.






ARTICLE
2




AMENDMENTS
TO THE INDENTURE




The
amendments and supplements contained herein shall apply to 2013 Notes only and
not to any other series of Debt Securities issued under the Original Indenture
and any covenants provided herein are expressly being included solely for the
benefit of the 2013 Notes.  These amendments and supplements shall be
effective for so long as there remain any 2013 Notes outstanding.




SECTION
2.1  Definitions.




Section
1.01 of the Original Indenture is amended and supplemented by inserting or
restating, as the case may be, in their appropriate alphabetical position, the
following definitions:




“Attributable
Indebtedness” means with respect to a Sale-Leaseback Transaction, at the time of
determination, the lesser of:




(a)  the fair
market value (as determined in good faith by the Board of Directors) of the
assets involved in the Sale-Leaseback Transaction;




(b)  the
present value of the total net amount of rent required to be paid under the
lease involved in such Sale-Leaseback Transaction during the remaining term
thereof (including any renewal term exercisable
at the lessee’s option or period for which such lease has been extended),
discounted at the rate of interest set forth or implicit in the terms of such
lease or, if not practicable to determine such rate, the weighted average
interest rate per annum borne by the 2013 Notes compounded semiannually;
and




(c)  if the
obligation with respect to the Sale-Leaseback Transaction constitutes an
obligation that is required to be classified and accounted for as a Capital
Lease Obligation for financial reporting purposes in accordance with GAAP, the
amount equal to the capitalized amount of such obligation determined in
accordance with GAAP and included in the financial statements of the
lessee.






For
purposes of the foregoing definition, rent will not include amounts required to
be paid by the lessee, whether or not designated as rent or additional rent, on
account of or contingent upon maintenance and repairs, insurance, taxes,
assessments, utilities, water rates, operating charges, labor costs and similar
charges.  In the case of any lease that is terminable by the lessee
upon the payment of a penalty, such net amount shall be the lesser of the net
amount determined assuming termination upon the first date such lease may be
terminated (in which case the net amount shall also include the amount of the
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) or the net
amount determined assuming no such termination.




- 4 -




“Capital Lease Obligation” means, at the time any determination thereof is to be
made, the amount of the liability in respect of a capital lease that would at
such time be required to be capitalized on a balance sheet in accordance with
GAAP.




“Consolidated
Net Tangible Assets” means, at any date of determination, the aggregate amount
of total assets included in the most recent consolidated quarterly or annual
balance sheet of the Partnership prepared in accordance with GAAP, less
applicable reserves reflected in such balance sheet, after deducting the
following amounts:




(a)  all
current liabilities reflected in such balance sheet (excluding any current
maturities of long-term debt or any current liabilities that by their terms are
extendable or renewable at the option of the obligor to a time more than 12
months after the time as of which the amount is being computed);
and




(b)  all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles reflected in such balance sheet.




“Funded
Debt” means all Debt maturing one year or more from the date of the incurrence,
creation, assumption or guarantee thereof, all Debt directly or indirectly
renewable or extendable, at the option of the debtor, by its terms or by the
terms of the instrument or agreement relating thereto, to a date one year or
more from the date of the incurrence, creation, assumption or guarantee thereof,
and all Debt under a revolving credit or similar agreement obligating the lender
or lenders to extend credit over a period of one year or more.




“Permitted
Liens” include:




(a)  Liens
existing at, or provided for under the terms of an “after-acquired property”
clause or similar term of any agreement existing on the date of, the initial
issuance of the 2013 Notes or the terms of any mortgage, pledge agreement or
similar agreement existing on such date of initial issuance;




(b)  Liens on
property, shares of stock, indebtedness or other assets of any Person (which is
not a Subsidiary of the Partnership) existing at the time such Person becomes a
Subsidiary of the Partnership or is merged into or consolidated with or into the
Partnership or any of its Subsidiaries (whether or not the obligations secured
thereby are assumed by the Partnership or any of its Subsidiaries), provided
that such Liens are not incurred in anticipation of such Person becoming a
Subsidiary of the Partnership, or Liens existing at the time of a sale, lease or
other disposition of the properties of a Person as an entirety or substantially
as an entirety to the Partnership or any of its Subsidiaries;




(c)  Liens on
property, shares of stock, indebtedness or other assets existing at the time of
acquisition thereof by the Partnership or any of its Subsidiaries (whether or
not the obligations secured thereby are assumed by the Partnership or any of its
Subsidiaries), or Liens thereon to secure the payment of all or any part of the
purchase price thereof;




(d)  any Lien
on property, shares of capital stock, indebtedness or other assets created at
the time of the acquisition of same by the Partnership or any of its
Subsidiaries or within 12 months after such acquisition to secure all or a
portion of the purchase price of such property, capital stock, indebtedness or
other assets or indebtedness incurred to finance such purchase price, whether
such indebtedness is incurred prior to, at the time of or within one year after
the date of such acquisition;




- 5 -




(e)Liens on
property, shares of stock, indebtedness or other assets to secure any Debt
incurred to pay the costs of construction, development, repair or improvements
thereon, or incurred prior to, at the time of, or within 12 months after,
the latest of the completion of construction, the completion of development,
repair or improvements or the commencement of full commercial operation of such
property for the purpose of financing all or any part of, such construction or
the making of such development, repair or improvements;




(f)  Liens to
secure indebtedness owing to the Partnership or any of its
Subsidiaries;




(g)  Liens on
any current assets that secure current liabilities or indebtedness incurred by
the Partnership or any of its Subsidiaries;




(h)  Liens in
favor of the United States of America or any state, territory or possession
thereof (or the District of Columbia), or any department, agency,
instrumentality or political subdivision of the United States of America or any
state, territory or possession thereof (or the District of Columbia), to secure
partial, progress, advance or other payments pursuant to any contract or statute
or to secure any indebtedness incurred for the purpose of financing all or any
part of the purchase price or the cost of constructing, developing, repairing or
improving the property subject to such liens;




(i)  Liens in
favor of any Person to secure obligations under provisions of any letters of
credit, bank guarantees, bonds or surety obligations required or requested by
any regulatory, governmental or court authority in connection with any contract
or statute; or any Lien upon or deposits of any assets to secure performance or
bids, trade contracts, leases or statutory obligations;




(j)  Liens
arising or imposed by reason of any attachment, judgment, decree or order of any
regulatory, governmental or court authority or proceeding, so long as any
proceeding initiated to review same shall not have been terminated or the period
within which such proceeding may be initiated shall not have expired, or such
attachment, judgment, decree or order shall otherwise be effectively
stayed;




(k)  Liens on
any capital stock of any Subsidiary of the Partnership that owns an equity
interest in a joint venture to secure indebtedness, provided that the proceeds
of such indebtedness received by such Subsidiary are contributed or advanced to
such joint venture;




(l)  the
assumption by the Partnership or any of its Subsidiaries of obligations secured
by any Lien on property, shares of stock, indebtedness or other assets, which
Lien exists at the time of the acquisition by the Partnership or any of its
Subsidiaries of such property, shares, indebtedness or other assets or at the
time of the acquisition of the Person that owns such property or
assets;




(m)  Liens on
any property to secure bonds for the construction, installation or financing of
pollution control or abatement facilities, or other forms of industrial revenue
bond financing, or indebtedness issued or guaranteed by the United States, any
state or any department, agency or instrumentality thereof;




- 6 -




(n)Liens to
secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancings, refundings, extensions, renewals or replacements) of
any Lien referred to in clauses (a)-(m) above;
provided, however, that
any Liens permitted by the terms set forth under any of such clauses (a)-(m)
shall not extend to or cover any property of the Partnership or of any of its
Subsidiaries, as the case may be, other than the property specified in such
clauses and improvements thereto or proceeds
therefrom;





(o)  Liens
deemed to exist by reason of negative pledges in respect of
indebtedness;




(p)  Liens
upon rights-of-way for pipeline purposes;




(q)  any
statutory or governmental Lien or a Lien arising by operation of law, or any
mechanics’, repairmen’s, materialmen’s, supplier’s, carrier’s, landlord’s,
warehousemen’s or similar Lien incurred in the ordinary course of business which
is not yet due or is being contested in good faith by appropriate proceedings
and any undetermined Lien which is incidental to construction, development,
improvement or repair;




(r)  the right
reserved to, or vested in, any municipality or public authority by the terms of
any right, power, franchise, license, permit or by any provision of law, to
purchase or to recapture or to designate a purchaser of, any
property;




(s)  Liens of
taxes and assessments which are for the current year, and are not at the time
delinquent or are delinquent but the validity of which are being contested at
the time by the Partnership or any of its Subsidiaries in good
faith;




(t)  Liens of,
or to secure the performance of, leases;




(u)  Liens
upon, or deposits of, any assets in favor of any surety company or clerk of
court for the purpose of obtaining indemnity or stay of judicial
proceedings;




(v)  Liens
upon property or assets acquired or sold by the Partnership or any of its
Subsidiaries resulting from the exercise of any rights arising out of defaults
on receivables;




(w)  Liens
incurred in the ordinary course of business in connection with workmen’s
compensation, unemployment insurance, temporary disability, social security,
retiree health or similar laws or regulations or to secure obligations imposed
by statute or governmental regulations;




(x)  Liens
securing indebtedness of the Partnership or indebtedness of any Subsidiaries of
the Partnership, all or a portion of the net proceeds of which are used,
substantially concurrently with the funding thereof (and for purposes of
determining “substantial concurrence,” taking into consideration, among other
things, required notices to be given to Holders of Outstanding Debt Securities
under this Indenture (including the 2013 Notes) in connection with such
refunding, refinancing, repurchase, and the required durations thereof), to
refund, refinance, or repurchase all Outstanding Debt Securities under this
Indenture (including the 2013 Notes) including all accrued interest thereon and
reasonable fees and expenses and any premium incurred by the Partnership or its
Subsidiaries in connection therewith; and




- 7 -




(y)  any Lien
upon any property, shares of capital stock, indebtedness or other assets to
secure indebtedness incurred by the Partnership or any of its Subsidiaries, the
proceeds of which, in whole or in part, are used to defease, in a legal or a
covenant defeasance, the obligations of the Partnership on the 2013 Notes or any
other series of Debt Securities.




“Principal
Property” means, whether owned or leased on the date of the initial issuance of
the 2013 Notes or acquired later:




(a)  pipeline
assets of the Partnership or any of its Subsidiaries, including any related
facilities employed in the gathering, transportation, distribution, storage or
marketing of natural gas, natural gas liquids, refined petroleum products,
liquefied petroleum gases, crude oil or petrochemicals, that are located in the
United States of America or any territory or political subdivision thereof;
and




(b)  any
processing or manufacturing plant or terminal owned or leased by the Partnership
or any of its Subsidiaries that is located in the United States of America or
any territory or political subdivision thereof;




except,
in the case of either of the foregoing clauses (a) and (b), any such assets
consisting of inventories, furniture, office fixtures and equipment (including
data processing equipment), vehicles and equipment used on, or useful with,
vehicles, and any such assets, plant or terminal which, in the opinion of the
Board of Directors, is not material in relation to the activities of the
Partnership or of the Partnership and its Subsidiaries, taken as a
whole.




“Sale-Leaseback
Transaction” means any arrangement with any Person providing for the leasing by
the Partnership or any of its Subsidiaries of any Principal Property, which
Principal Property has been or is to be sold or transferred by the Partnership
or such Subsidiary to such Person, other than:




(a)  any such
transaction involving a lease for a term (including renewals or extensions
exercisable by the Partnership or any of its Subsidiaries) of not more than
three years; or




(b)  any such
transaction between the Partnership and any of its Subsidiaries or between any
of its Subsidiaries.




“Subsidiary
Guarantors” means the Person or Persons named as the "Subsidiary Guarantors" in
the first paragraph of this instrument until a successor Person or Persons shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Subsidiary Guarantors" shall mean such successor Person or Persons,
and any other Subsidiary of the Partnership who may execute a supplement to the
Original Indenture, for the purpose of providing a Guarantee of Debt Securities
pursuant to the Original Indenture.




“2013
Notes” means the 5.90% Senior Notes due 2013 of the Partnership to be issued
pursuant to this Indenture.  For purposes of this Indenture, the term
“2013 Notes” shall, except where the context otherwise requires, include the
Guarantee.




- 8 -


SECTION
2.2 Redemption.




Article
III of the Original Indenture shall be amended and supplemented by inserting the
following new section in its entirety:




“Section
3.06. Optional
Redemption.




The 2013
Notes may be redeemed at the option of the Partnership at any time in whole, or
from time to time, in part, at the redemption prices described in the 2013
Notes.  Any notice to Holders of 2013 Notes of such redemption shall
include the method of calculating the redemption price, but need not include the
redemption price itself.  The actual redemption price, calculated as
provided in the 2013 Notes, will be calculated and certified to the Trustee and
the Partnership by the Independent Investment Banker.”




SECTION
2.3  Covenants.




Article
IV of the Original Indenture shall be amended and supplemented by inserting the
following new sections in their entirety:




“Section
4.12. Limitation on
Sale-Leaseback Transactions.  The Partnership shall not, and
shall not permit any of its Subsidiaries to, enter into any Sale-Leaseback
Transaction unless:




(a)  such
Sale-Leaseback Transaction occurs within 12 months from the date of completion
of the acquisition of the Principal Property subject thereto or the date of the
completion of construction, or development of, or substantial repair or
improvement on, or commencement of full operations of, such Principal Property,
whichever is later;




(b)  the
Partnership or such Subsidiary, as the case may be, would be permitted, pursuant
to the provisions of this Indenture, to incur Debt, in a principal amount at
least equal to the Attributable Indebtedness with respect to such Sale-Leaseback
Transaction, secured by a Lien on the Principal Property subject to such
Sale-Leaseback Transaction pursuant to Section 4.13 without equally and ratably
securing the 2013 Notes pursuant to such Section; or




(c)  the
Partnership or such Subsidiary, within a twelve-month period after the effective
date of such Sale-Leaseback Transaction, applies or causes to be applied an
amount equal to not less than the Attributable Indebtedness from such
Sale-Leaseback Transaction either to (a) the voluntary defeasance or the
prepayment, repayment, redemption or retirement of any 2013 Notes or other
Funded Debt of the Partnership or any Subsidiary that is not subordinated to the
Debt Securities, (b) the acquisition, construction, development or improvement
of any Principal Property used or useful in the businesses of the Partnership
(including the businesses of its Subsidiaries) or (c) any combination of
applications referred to in the preceding clause (a) or (b).




Notwithstanding
the foregoing provisions of this Section, the Partnership may, and may permit
any Subsidiary to, effect any Sale-Leaseback Transaction that is not excepted by
clauses (a) through (c), inclusive, of this Section, provided that the
Attributable Indebtedness from such Sale-Leaseback Transaction, together with
the aggregate principal amount of (i) all other Attributable Indebtedness deemed
to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of
any such Sale-Leaseback Transactions otherwise permitted under clauses (a) and
(c) of this Section) and (ii) all outstanding Debt secured by Liens, other
than




- 9 -






Permitted Liens, on any
Principal Property or upon any shares of capital stock of any Subsidiary owning
or leasing any Principal Property, does not exceed 10% of Consolidated Net
Tangible Assets.




Section
4.13. Limitation on
Liens.  The Partnership shall not, and shall not permit any of
its Subsidiaries to, incur, create, assume or suffer to exist any Lien, other
than a Permitted Lien, on any Principal Property or upon any shares of capital
stock of any Subsidiary owning or leasing any Principal Property, whether now
existing or hereafter created or acquired by the Partnership or such Subsidiary,
to secure any Debt of the Partnership or any other Person, without in any such
case making effective provision whereby any and all 2013 Notes then Outstanding
will be secured by a Lien equally and ratably with, or prior to, such Debt for
so long as such Debt shall be so secured.  Notwithstanding the
foregoing, the Partnership may, and may permit any Subsidiary to, incur, create,
assume or suffer to exist any Lien (other than a Permitted Lien) on any
Principal Property or upon any shares of capital stock of any Subsidiary owning
or leasing any Principal Property to secure Debt of the Partnership or any other
Person, without securing the 2013 Notes as provided in this Section, provided
that the aggregate principal amount of all Debt then outstanding secured by any
such Lien together with the aggregate amount of Attributable Indebtedness deemed
to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of
any such Sale-Leaseback Transactions otherwise permitted under clauses (a) and
(c) of Section 4.12), does not exceed 10% of Consolidated Net Tangible
Assets.




Section
4.14. Additional
Subsidiary Guarantors.  If at any time after the original
issuance of the 2013 Notes, including following any release of a Subsidiary
Guarantor from its Guarantee under this Indenture, any Subsidiary of the
Partnership (including any future Subsidiary of the Partnership) guarantees any
Funded Debt of the Partnership, then the Partnership shall cause such Subsidiary
to guarantee the 2013 Notes and in connection with such guarantee, to execute
and deliver an Indenture supplemental hereto pursuant to Section 9.01(g)
simultaneously therewith.  In order to further evidence its Guarantee,
such Subsidiary shall execute and deliver to the Trustee a notation relating to
such Guarantee in accordance with Section 14.02.”




SECTION
2.4  Events of
Default.




The
following additional Event of Default shall be added to those in clauses (a)-(g)
of Section 6.01 of the Original Indenture in relation to the 2013
Notes:




“(h)
default in the payment by the Partnership or any of its Subsidiaries at the
Stated Maturity thereof, after the expiration of any applicable grace period, of
any principal of any Debt of the Partnership (other than the 2013 Notes) or any
of its Subsidiaries (other than the Guarantee of the 2013 Notes) outstanding in
an aggregate principal amount in excess of $50,000,000, or the occurrence of any
other default thereunder (including, without limitation, the failure to pay
interest or any premium), the effect of which default is to cause such Debt to
become, or to be declared, due prior to its Stated Maturity and such
acceleration is not rescinded within 60 days after there has been given, by
registered or certified mail, to the Partnership and the Subsidiary Guarantors
by the Trustee or to the Partnership, the Subsidiary Guarantors and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding 2013 Notes
a written notice specifying such default and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder, and the receipt by
the Partnership and the Subsidiary Guarantors of such written
notice.”




- 10 -


SECTION
2.5 Administration of
Trust.




Article
VII of the Original Indenture shall be amended and supplemented by inserting the
following new section in its entirety:




“Section
7.13. Administration
of Trust.




The
Trustee shall administer the trust of the Indenture and shall perform a
substantial part of its obligations relating to the 2013 Notes and this
Indenture at its corporate trust office in The City of New York.”




SECTION
2.6  Required Notices or
Demands.




Section
13.03 of the Original Indenture shall be amended by deleting the addresses and
contact information appearing therein and inserting the following new addresses
and contact information:




“If to
the Partnership or the Subsidiary Guarantors:


TEPPCO
Partners, L.P.


TE
Products Pipeline Company, LLC


TCTM,
L.P.


TEPPCO
Midstream Companies, LLC


Val Verde
Gas Gathering Company, L.P.


1100
Louisiana Street, Suite 1600


Houston,
Texas 77002


Attention:
Chief Financial Officer


Telecopy
No. 713-381-8225





If to the
Trustee:


U.S. Bank
National Association


5555 San
Felipe Street, Suite 1150


Houston,
Texas 77056


Attention:
Steven A. Finklea, CCTS- Vice President


Telecopy
No. 713-235-9213”









ARTICLE
3




VAL
VERDE, TE PRODUCTS AND TEPPCO MIDSTREAM GUARANTEE




SECTION
3.1  Val Verde, TE Products and
TEPPCO Midstream Guarantee.




Each of
Val Verde, TE Products and TEPPCO Midstream hereby acknowledges and agrees that
it is a Subsidiary Guarantor with respect to the 2013 Notes and is executing and
delivering this Fifth Supplemental Indenture for the purpose of providing a
Guarantee of the 2013 Notes, and accordingly, the obligations of each of Val
Verde, TE Products and TEPPCO Midstream as a Subsidiary Guarantor of the 2013
Notes shall be governed by the Original Indenture, as amended and supplemented
by this Fifth Supplemental Indenture, as may be further amended and supplemented
from time to time.




- 11 -




ARTICLE 4




MISCELLANEOUS
PROVISIONS




SECTION
4.1  Integral
Part.




This
Fifth Supplemental Indenture constitutes an integral part of the
Indenture.




SECTION
4.2  General
Definitions.




For all
purposes of this Fifth Supplemental Indenture:




(a)  capitalized
terms used herein without definition shall have the meanings specified in the
Original Indenture; and




(b)  the terms
“herein”, “hereof”, “hereunder” and other words of similar import refer to this
Fifth Supplemental Indenture.




SECTION
4.3  Adoption, Ratification and
Confirmation.




The
Original Indenture, as supplemented and amended by this Fifth Supplemental
Indenture, is in all respects hereby adopted, ratified and
confirmed.




SECTION
4.4  Counterparts.




This
Fifth Supplemental Indenture may be executed in any number of counterparts, each
of which when so executed shall be deemed an original; and all such counterparts
shall together constitute but one and the same instrument.




SECTION
4.5  Governing
Law.




THIS
FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.




- 12 -


IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed, all as of the day and year first above
written.







TEPPCO
PARTNERS L.P.
  By:
                Texas
      Eastern Products Pipeline Company, LLC,its
      general partner
 
 By:/s/  WILLIAM G.
MANIAS
 William
G. Manias
 Vice
President and Chief Financial Officer
  
 TE
PRODUCTS PIPELINE COMPANY, LLC
 
 By:
                TEPPCO
      GP, Inc., its managing member
 By:/s/  WILLIAM G.
MANIAS
 William
G. Manias
 Vice
President and Chief Financial Officer
 TCTM,
L.P.
  By:
                TEPPCO
      GP, Inc., its general partner
   By:/s/  WILLIAM G.
MANIAS
 William
G. Manias
 Vice
President and Chief Financial Officer
 
 
 TEPPCO
MIDSTREAM COMPANIES, LLC
  By:
                TEPPCO
      GP, Inc., its managing member
   By:/s/  WILLIAM G.
MANIAS
 William
G. Manias
 Vice
President and Chief Financial Officer





- 13 -




VAL VERDE
GAS GATHERING COMPANY, L.P.
   By:
                TEPPCO
      NGL Pipelines, LLC,
 its
      general partner
 By:/s/  WILLIAM G.
MANIAS
 William
G. Manias
 Vice
President and Chief Financial Officer




U.S. BANK
NATIONAL ASSOCIATION, as Trustee






By:
            /s/  STEVEN A.
      FINKLEAName:
            Steven
      A. Finklea, CCTSTitle:
            Vice
      President




- 14 -


EXHIBIT
A




[FORM
OF FACE OF 2013 NOTE]




[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.]1




TEPPCO
PARTNERS, L.P.


5.90%
SENIOR NOTE DUE 2013




No.__________
              $________________________


CUSIP No.
872384AD4




TEPPCO
Partners, L.P., a Delaware limited partnership (herein called the “Company,”
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
______________________________ or registered assigns the principal sum of
_____________________________ Dollars on April 15, 2013 [or such greater or
lesser amount as is indicated on the Schedule of Exchanges of Securities
attached hereto]2, at
the office or agency of the Company referred to below, and to pay interest
thereon, commencing on October 15, 2008 and continuing semiannually thereafter,
on April 15 and October 15 of each year, from March 27, 2008, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, at the rate of 5.90% per annum, until the principal hereof is paid or duly
provided for, and (to the extent lawful) to pay on demand, interest on any
overdue interest at the rate borne by the Securities from the date on which such
overdue interest becomes payable to the date payment of such interest has been
made or duly provided for.  The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date (other than at maturity)
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the April
1 or October 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may be paid to the Person in whose name
this Security (or one or more predecessor Securities) is registered at the close
of business on a special record date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.  Interest on the
Securities of this series shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.




The Company
shall pay principal, premium, if any, and interest on this security in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts. Payments in respect of a
Global Security (including principal, premium, if any, and interest) will be
made by wire transfer of immediately available funds to the accounts specified
by the Depositary. Payments in respect of Securities in definitive form
(including principal, premium, if any, and interest) will be made at the
corporate trust office of the Trustee,which on the date hereof
is located at 100 Wall Street, Suite 1600, EX-NY-WALL, New York, NY 10005, Attn:
David Massa, or at such other office or







1 These
paragraphs should be included only if the Debt Security is a Global
Security.


2 This
clause should be included only if the Debt Security is a Global
Security.


A-1


agency
of the Company as may be maintained for such purpose, or, at the option of the
Company, payment of interest may be made by check mailed to the Holders on the
relevant record date at their addresses set forth in the Debt Security Register
of Holders or at the option of the Holder,
payment of interest on Securities in definitive form will be made by wire
transfer of immediately available funds to any account maintained in the United
States, provided such Holder has requested such method of payment and provided
timely wire transfer instructions to the paying agent. The Holder must surrender
this Security to a paying agent to collect payment of
principal.




Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.




Unless the certificate of authentication hereon has been duly executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.




IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed on
its behalf by its sole General Partner.




Dated:__________________









TEPPCO
PARTNERS L.P.





By:
            Texas
      Eastern Products Pipeline Company,
LLC,


its
      general partner








By:  ___________________________________


William
G. Manias


Vice
President and Chief Financial Officer









TRUSTEE’S
CERTIFICATE OF AUTHENTICATION




This is
one of the Debt Securities of the series designated therein referred to in the
within-mentioned Indenture.






Dated:____________________
              U.S.
      BANK NATIONAL ASSOCIATION,
                As
      TrusteeBy_____________________________________
                Authorized
      Signatory




A-2


[FORM
OF REVERSE OF 2013 NOTE]






This
Security is one of a duly authorized issue of the series of Debt Securities of
the Company designated as its 5.90% Senior Notes due 2013 (such series being
herein called the “Securities”), which is issued under, with securities of one
or more additional series that may be issued under, an indenture dated as of
February 20, 2002, among the Company, the Subsidiary Guarantors and U.S.
Bank National Association, successor to Wachovia Bank, National Association and
First Union National Bank, as trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), as amended and supplemented
by the Fifth Supplemental Indenture dated as of March 27, 2008 (such Indenture,
as so amended and supplemented, being called the “Indenture”), to which
Indenture and all future indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Subsidiary Guarantors,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.




The
Securities are redeemable, at the option of the Company, at any time in whole,
or from time to time in part, at a redemption price (the “Make-Whole Price”)
equal to the greater of: (i) 100% of the principal amount of the Securities to
be redeemed; and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest (at the rate in effect on the date
of calculation of the Make-Whole Price) on the Securities to be redeemed
(exclusive of interest accrued to the date of redemption (the “Redemption
Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the applicable Treasury
Yield plus 50 basis points; plus, in either case, accrued interest to the
Redemption Date.




The
actual Make-Whole Price, calculated as provided above, shall be calculated and
certified to the Trustee and the Company by the Independent Investment Banker.
For purposes of determining the Make-Whole Price, the following definitions are
applicable:




“Treasury
Yield” means, with respect to any Redemption Date applicable to the Securities,
the rate per annum equal to the semi-annual equivalent yield to maturity
(computed as of the third Business Day immediately preceding such Redemption
Date) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
applicable Comparable Treasury Price for the Redemption Date.





“Comparable
Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
terms of the Securities to be redeemed; provided, however,that if no
maturity is within three months before or after the maturity date for the
Securities, yields for the two published maturities most closely corresponding
to such United States Treasury security will be determined and the treasury rate
will be interpolated or extrapolated from those yields on a straight line basis
rounding to the nearest month.





“Independent
Investment Banker” means any of UBS Securities LLC, J.P. Morgan Securities Inc.,
SunTrust Robinson Humphrey, Inc. and Wachovia Capital Markets, LLC (and their
respective successors) or, if no such firm is willing and able to select the
applicable Comparable Treasury Issue or perform the other functions of the
Independent Investment Banker provided in the Indenture, an independent
investment banking institution of national standing appointed by the Trustee and
reasonably acceptable to the Company.





“Comparable
Treasury Price” means, with respect to any Redemption Date, (a) the average
of four Reference Treasury Dealer Quotations for the Redemption Date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or
(b) if the Independent Investment Banker obtains fewer than four Reference
Treasury Dealer Quotations, the average of all such quotations.





“Reference
Treasury Dealer” means (a) each of UBS Securities LLC, J.P. Morgan Securities
Inc. and Wachovia Capital Markets, LLC (or its relevant affiliate) and their
respective successors; and (b) one other primary U.S. government securities
dealer in the United States selected by the Company (each, a “Primary Treasury
Dealer”); provided, however, that if any of the foregoing shall resign as a
Reference Treasury Dealer, the Company will substitute therefor another Primary
Treasury Dealer.


A-3


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date for the Securities, an average, as determined by
an Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue for the Securities (expressed in each case as a percentage of its
principal amount) quoted in writing to an Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such Redemption Date.




Securities
called for optional redemption become due on the Redemption Date. Notices of
optional redemption will be mailed at least 30 but not more than 60 days
before the Redemption Date to each Holder of the Securities to be redeemed at
its registered address. The notice of optional redemption for the Securities
will state, among other things, the amount of Securities to be redeemed, the
Redemption Date, the method of calculating such Make-Whole Price and the
place(s) that payment will be made upon presentation and surrender of Securities
to be redeemed. Unless the Company defaults in payment of the Make-Whole Price,
interest will cease to accrue on the Redemption Date with respect to any
Securities that have been called for optional redemption. If less than all the
Securities are redeemed at any time, the Trustee will select the Securities to
be redeemed on a pro rata basis or by any other method the Trustee deems fair
and appropriate.





The
Securities may be redeemed in part in multiplies of $1,000 only. Any such
redemption will also comply with Article III of the Indenture.




Except as
set forth above, the Securities will not be redeemable prior to their Stated
Maturity and will not be entitled to the benefit of any sinking
fund.




As set
forth in the Indenture, an Event of Default with respect to the Securities is
generally: (a) failure to pay principal upon Stated Maturity, redemption or
otherwise; (b) default for 30 days in payment of interest on any of the
Securities; (c) failure for 60 days after notice to comply with any other
covenants in the Indenture or the Securities; (d) certain payment defaults
under, or the acceleration prior to the Stated Maturity of, Debt of the Company
or any Subsidiary in an aggregate principal amount in excess of $50,000,000,
unless such acceleration is rescinded within 60 days after notice to the Company
and the Subsidiary Guarantors as provided in the Indenture; (e) the
Guarantee of the Securities by any of the Subsidiary Guarantors ceases to be in
full force and effect (except as otherwise provided in the Indenture); and
(f) certain events of bankruptcy, insolvency or reorganization of the
Company or any Subsidiary Guarantor.




If an
Event of Default described in clause (f) in the preceding paragraph occurs,
then the principal amount of all Outstanding Securities, premium, if any, and
interest thereon shall ipso facto be due and payable immediately.  If
any other Event of Default with respect to the Securities occurs and is
continuing, the Trustee or the holders of at least 25% in aggregate principal
amount of the Outstanding Securities may declare the principal amount of all the
Securities, premium, if any, and accrued interest thereon to be due and payable
immediately.  The Indenture provides that such declaration may be
rescinded in certain events by the Holders of a majority in principal amount of
the Outstanding Securities.




No Holder
of the Securities may pursue any remedy under the Indenture unless the Trustee
shall have failed to act within 60 days after notice of an Event of Default with
respect to the Securities and written request by Holders of at least 25% in
principal amount of the Outstanding Securities, and the offer to the Trustee of
indemnity reasonably satisfactory to it; however, such provision does not affect
the right to sue for enforcement of any overdue payment on a Security by the
Holder thereof.  Subject to certain limitations, Holders of a majority
in principal amount of the Outstanding Securities may direct the Trustee in its
exercise of any trust or power.  The Trustee may withhold from Holders
notice of any continuing default (except default in payment of principal,
premium or interest) if it determines in good faith that withholding the notice
is in the interest of the Holders.  The Company is required to file a
report with the Trustee each year as to the absence or existence of
defaults.




The
Company’s payment obligations under the Securities are jointly and severally
guaranteed by the Subsidiary Guarantors.  Any Subsidiary Guarantor may
be released from its Guarantee of the Securities under the circumstances
described in the Indenture.




The
Indenture contains provisions for defeasance at any time of (i) the entire
indebtedness of the Company and Subsidiary Guarantors on this Security and
(ii) certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this
Security.






A-4




The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company or the
Subsidiary Guarantors and the rights of the Holders of the Securities
under the Indenture at any time by the Company, the Subsidiary Guarantors and
the Trustee with the consent of the Holders of at least a majority in aggregate
principal amount of the Securities at the time Outstanding.  The
Indenture also contains provisions permitting the Holders of at least a majority
in principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company or the
Subsidiary Guarantors with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any such consent
or waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.  Without the consent of any Holder, the Company,
the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture
or the Securities to cure any ambiguity, defect or inconsistency, to make other
changes that do not adversely affect the rights of any Holder and to make
certain other specified changes.




No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any, on) and
interest on this Security at the times, place, and rate, and in the coin or
currency, herein prescribed.




As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Debt Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.




The
Securities are issuable only in registered form without coupons in denominations
of $1,000 and any integral multiple thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the
same.




No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax, fee, assessment or other governmental charge payable in connection
therewith.




The
General Partner and its directors, officers, employees, incorporators and
stockholders, as such, shall have no liability for any obligations of the
Subsidiary Guarantors or the Company under the Securities, the Indenture or the
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each Holder, by accepting this
Security, waives and releases all such liability.  Such waiver and
release are part of the consideration for the issuance of this
Security.




Prior to
the time of due presentment of this Security for registration of transfer, the
Company, Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any agent shall be affected by notice to the contrary.




All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.  The Company will furnish to any
Holder upon written request and without charge a copy of the
Indenture.  Requests may be made to TEPPCO Partners, L.P., 1100
Louisiana Street, Suite 1800, Houston, Texas 77002, Attn: Investor
Relations.




Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Securities as a convenience to the Holders thereof.  No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identifying information
printed hereon.




This
Security shall be governed by and construed in accordance with the laws of the
State of New York.




A-5


ASSIGNMENT
FORM




(I) or
(we) assign and transfer this Security to





(Insert
assignee’s social security or tax I.D. number)













(Print or
type assignee’s name, address and zip code)






and
irrevocably appoint __________________________________________________________
as agent to transfer this Security on the Debt Security Register of the
Company.  The agent may substitute another to act for
him.






Dated:_________________




Signature:_________________________________________________

              (Sign
      exactly as name appears on the face of this
    Security)Name:____________________________________________________Address:____________________________________________________________________________________________________
              Phone
      No.:________________________________________________








Signature
      Guarantee
              By:__________________________
              Signature
      guarantor must be an eligible guarantor institution – a bank or trust
      company or broker or dealer which is a member of a registered exchange or
      the NASD.




A-6


SCHEDULE
OF EXCHANGES OF SECURITIES3






The
following exchanges, redemptions or repurchases of a part of this Global
Security have been made:




Principal
      Amount
              of
      this Global Security
              Following
      Such
              Decrease
      Date
              of
      Exchange (or Increase)
            
            Authorized
              Signatory
      of
              Trustee
      or Security
              Custodian
            
            Amount
      of Decrease in
              Principal
      Amount
              of
      this Global Security
            
            Amount
      of
              Increase
      in
              Principal
      Amount
              of
      this Global Security





3 This
schedule should be included only if the Debt Security is a Global
Security.


A-7


NOTATION
OF GUARANTEE






Each of
the Subsidiary Guarantors (which term includes any successor Person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Securities and all other amounts due and payable under the Indenture and
the Securities by the Partnership.




The
obligations of the Subsidiary Guarantors to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article XIV of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee.




TE
PRODUCTS PIPELINE COMPANY, LLC





By:
            TEPPCO
      GP, Inc., its managing member








By:_________________________________________


William
G. Manias


Vice
President and Chief Financial Officer








TCTM,
L.P.





By:
            TEPPCO
      GP, Inc., its general partner








By:__________________________________________


William
G. Manias


Vice
President and Chief Financial Officer








TEPPCO
MIDSTREAM COMPANIES, LLC





By:
            TEPPCO
      GP, Inc., its managing member








By:__________________________________________


William
G. Manias


Vice
President and Chief Financial Officer








VAL VERDE
GAS GATHERING COMPANY, L.P.





By:
            TEPPCO
      NGL Pipelines, LLC,


its
      general partner








By:__________________________________________


William
G. Manias


Vice
President and Chief Financial Officer


A-8