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Exhibit 10.54

October 25, 2003

Mont Belvieu Venture, LLC
2929 Allen Parkway, Suite 3200
Houston, TX 77019
Telecopy: 713/759-3645

Mont Belvieu Storage Partners, L.P.
2929 Allen Parkway, Suite 3200
Houston, TX 77019
Telecopy: 713/759-3645

Louis Dreyfus Energy Services L.P.
20 Westport Road
Wilton, Connecticut 06897
Telecopy: 203/761-8119

| |  |     |  |                                                                                                                                                                                         
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Re: |  | Letter Of Agreement Clarifying Rights
& Obligations of the Parties Under the Mont Belvieu
Storage Partners, L.P., Partnership Agreement and the
Mont Belvieu Venture, LLC, LLC Agreement

Dear Sirs:

This Letter Agreement, upon its acceptance, as hereinafter provided, sets
forth the understanding and agreement between TE Products Pipeline Company,
Limited Partnership (TEPPCO), Mont Belvieu Venture, LLC (MB Venture), Mont
Belvieu Storage Partners, L.P. (MB Partners) and Louis Dreyfus Energy Services
L.P. ( Louis Dreyfus) (jointly the Parties) regarding the clarification of
the effective date of (i) the Limited Liability Company Agreement of Mont
Belvieu Venture, LLC (the LLC Agreement) and (ii) the Agreement of Limited
Partnership of Mont Belvieu Storage Partners, L.P (the Partnership
Agreement).

On or about August 13, 2003, TEPPCO and Louis Dreyfus entered into the LLC
Agreement and the Partnership Agreement. The effective date of both the LLC
Agreement and the Partnership Agreement (jointly the Agreements) was January
21, 2003. TEPPCO and Louis Dreyfus established January 21, 2003 as the
effective date of the Agreements for the sole reason that January 21, 2003 was
the date that the Certificate of Limited Partnership for MB Partners and the
Certificate of Formation for MB Venture were filed with the Secretary of State
of the State of Delaware. It was always, and remains, the intention of the
Parties that the rights





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and obligations of the Parties set forth in the LLC Agreement and the
Partnership Agreement would be effective and binding on the Parties as of
January 1, 2003 as if Mont Belvieu Venture, LLC and Mont Belvieu Storage
Partners, L.P. had been in existence on that date.

The Parties now, therefore, agree that the Agreements, including all
rights and obligations set forth therein, will be binding on and enforceable
against each of the Parties effective as of January 1, 2003.

[The remainder of this page is intentionally left blank.]





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If the above is acceptable to Mont Belvieu Venture, LLC, Mont Belvieu
Storage Partners, L.P. and Louis Dreyfus Energy Services L.P., please sign the
enclosed duplicate of this letter in the space indicated below and return it to
us for our files.

| |  |  |  |                                                                                          |  |                        
| |  |  |  | ---------------------------------------------------------------------------------------- |  | -----------------------
| |  |  |  | Sincerely,                                                                              
| |  |  |  |                                                                                          |  |                        
| |  |  |  | TE PRODUCTS PIPELINE COMPANY, LIMITED
PARTNERSHIP by TEPPCO GP, Inc. its general
partner
| |  |  |  |                                                                                          |  |                        
| |  |  |  | By:                                                                                      |  | /s/ JOHN N. GOODPASTURE
| |  |  |  |                                                                                          |  |                        
| |  |  |  | Title: Vice President, Corporate Development                                            

|                                                                                                                                                                                                        |  |                         |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- |  | 
|ACCEPTED AND AGREED TO:                                                                                                                                                                                 |  |                        
|                                                                                                                                                                                                        |  |                         |  | 
|Mont Belvieu Venture, LLC by
Its managing member, TE Products Pipeline Company,
Limited Partnership, by TEPPCO GP, Inc.,
its general partner                                                            |  |                        
|                                                                                                                                                                                                        |  |                         |  | 
|By:                                                                                                                                                                                                     |  | /s/ JOHN N. GOODPASTURE |  | 
|                                                                                                                                                                                                        |  |                         |  | 
|Title: Vice President, Corporate Development                                                                                                                                                            |  |                        
|Date: September 24, 2003                                                                                                                                                                                |  |                        
|                                                                                                                                                                                                        |  |                         |  | 
|Mont Belvieu Storage Partners, L.P.
by its general partner
Mont Belvieu Venture, LLC by
its managing member, TE Products Pipeline Company,
Limited Partnership, by TEPPCO GP, Inc.,
its general partner |  |                        
|                                                                                                                                                                                                        |  |                         |  | 
|By:                                                                                                                                                                                                     |  | /s/ JOHN N. GOODPASTURE |  | 
|                                                                                                                                                                                                        |  |                         |  | 
|Title: Vice President, Corporate Development                                                                                                                                                            |  |                        
|Date: September 24, 2003                                                                                                                                                                                |  |                        
|                                                                                                                                                                                                        |  |                         |  | 
|Louis Dreyfus Energy Services L.P.,
by its general partner
Louis Dreyfus ES GP LLC                                                                                                                      |  |                        
|                                                                                                                                                                                                        |  |                         |  | 
|By:                                                                                                                                                                                                     |  | /s/ TIMOTHY J. STUART   |  | 
|                                                                                                                                                                                                        |  |                         |  | 
|Title: President                                                                                                                                                                                        |  |                        
|Date: September 29, 2003                                                                                                                                                                                |  |