**Exhibit 10.5****COMPANY AGREEMENT****OF****TEPPCO MIDSTREAM COMPANIES, LLC**     This Company Agreement (this “Agreement”) of TEPPCO Midstream Companies, LLC, a Texaslimited liability company (the “Company”), is hereby adopted by TEPPCO GP, Inc., a Delawarecorporation (“TEPPCO GP”), and TEPPCO Partners, L.P., a Delaware limited partnership (the“MLP”), to be effective June 30, 2007, in accordance with the Texas Limited LiabilityCompany Law, part of the Texas Business Organizations Code, as amended (the “TLLCL”), togovern the affairs of the Company and the conduct of its business.**ARTICLE I****DEFINITIONS**     The following definitions shall for all purposes, unless otherwise clearly indicated to thecontrary, apply to the terms used in this Agreement.     “Affiliate” means, with respect to any Person, any other Person that directly or indirectlycontrols, is controlled by or is under common control with, the Person in question. As usedherein, the term “control” means the possession, directly or indirectly, of the power to direct orcause the direction of the management and policies of a Person, whether through ownership of votingsecurities, by contract or otherwise.     “Agreement” has the meaning given such term in the preamble hereto.     “Certificate” means the Certificate of Formation filed with the Secretary of State of theState of Texas as referenced in Section 2.5, as such Certificate may be amended and/or restatedfrom time to time.     “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, asinterpreted by the applicable regulations thereunder. Any reference herein to a specific sectionor sections of the Code shall be deemed to include a reference to any corresponding provision offuture law.     “Company” has the meaning given such term in the preamble hereto.     “Indemnitee” has the meaning given such term in Section 10.1(a).     “Manager” means (i) TEPPCO GP in its capacity as the sole manager of the Company prior to itsremoval or resignation and (ii) any other Person designated as a manager of the Company pursuant tothe terms of this Agreement.     “Member” means TEPPCO GP and the MLP, in their respective capacities as members of theCompany, or any other Person admitted to the Company from time to time as a member and that isshown as a member on the books and records of the Company.     “Membership Interest” means the interest of a Member in the Company.
 

 
     “MLP” has the meaning given such term in the preamble hereto.     “Percentage Interest” means, as of the date of such determination, (a) 0.001% as to TEPPCO GPand (b) 99.999% as to the MLP.     “Person” means an individual or a corporation, partnership, limited liability company, trust,unincorproated organization, association or other entity.     “Subsidiary” means a Person controlled by the Company directly, or indirectly through one ormore intermediaries.     “TEPPCO GP” has the meaning given such term in the preamble hereto.     “TLLCL” has the meaning given such term in the preamble hereto.**ARTICLE II****ORGANIZATIONAL MATTERS**     Section 2.1 *Formation.* The Company was formed when its certificate of formation (the“Certificate”) was filed by an “organizer” (within the meaning of the TLLCL) with theSecretary of State of the State of Texas pursuant to and in accordance with the TLLCL. Theexecution of the Certificate by such organizer, and the filing of the Certificate with theSecretary of State of the State of Texas, are hereby ratified, confirmed and approved. Upon thefiling of the Certificate with the Secretary of State of the State of Texas, such organizer’spowers as the “organizer” (within the meaning of the TLLCL) ceased. Except as expressly provided tothe contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities andobligations of the Members and the administration, winding up and termination of the Company shallbe governed by the TLLCL. The Membership Interest of each Member shall be personal property for allpurposes.     Section 2.2 *Name.* The name of the Company shall be “TEPPCO Midstream Companies, LLC”. TheCompany’s business may be conducted under any other name or names deemed necessary or appropriateby the Manager, including, without limitation, the name of the Manager or any Affiliate thereof.The words “Limited Liability Company,” “LLC,” or similar words or letters shall be included in theCompany’s name where necessary for the purposes of complying with the laws of any jurisdiction thatso requires. The Manager in its sole discretion may change the name of the Company at any time andfrom time to time.     Section 2.3 *Registered Office; Principal Office.* Unless and until changed by the Manager, theregistered office of the Company in the State of Texas shall be located at 1021 Main Street, Suite1150, Houston, Texas 77002, and the registered agent for service of process on the Company in theState of Texas at such registered office shall be CT Corporation System. The principal office ofthe Company and the address of the Manager shall be 1100 Louisiana Street, Houston, Texas 77002, orsuch other place as the Manager may from time to time designate. The Company may maintain officesat such other place or places within or outside the State of Texas as the Manager deems advisable.
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     Section 2.4 *Term.* The Company commenced upon the filing of the Certificate in accordance with theTLLCL and shall have perpetual existence, unless the Company is sooner terminated in accordancewith the provisions of this Agreement. The existence of the Company as a separate legal entityshall continue until the termination of the Company as provided in the TLLCL.     Section 2.5 *Certificate of Formation.* The organizer has caused the Certificate to be filed withthe Secretary of State of the State of Texas as required by the TLLCL. The Manager shall use allreasonable efforts to cause to be filed such other certificates or documents as may be determinedby the Manager in its sole discretion to be reasonable and necessary or appropriate for theformation, continuation, qualification and operation of a limited liability company in the State ofTexas or any other state in which the Company may elect to do business or own property. To theextent that such action is determined by the Manager in its sole discretion to be reasonable andnecessary or appropriate, the Manager shall file amendments to and restatements of the Certificateand do all things to maintain the Company as a limited liability company under the laws of theState of Texas or of any other state in which the Company may elect to do business or own property.**ARTICLE III****PURPOSE**     Section 3.1 *Purpose and Business.* The purpose and nature of the business to be conducted by theCompany shall be (a) to engage in the gathering of natural gas and natural gas liquids and relatedproducts and activities, (b) to engage directly in, or to enter into or form any corporation,partnership, joint venture, limited liability company or similar arrangement to engage in, anybusiness activity that may be lawfully conducted by a limited partnership organized pursuant to theTLLCL and, in connection therewith, to exercise all of the rights and powers conferred upon theCompany pursuant to the agreements relating to such business activity, (c) to do anything necessaryor appropriate to the foregoing (including, without limitation, the making of capital contributionsor loans to any Subsidiary or in connection with its involvement in the activities referred to inclause (b) of this sentence), and (d) to engage in any other business activity as permitted underTexas law.     Section 3.2 *Powers.* The Company shall be empowered to do any and all acts and things necessary,appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishmentof the purposes and business described in Section 3.1 and for the protection and benefit of theCompany.**ARTICLE IV****CAPITAL CONTRIBUTIONS**     Section 4.1 *Prior Contributions.* Prior to the date hereof, the Members, or their predecessors,have made capital contributions to the Company’s predecessor.     Section 4.2 *Additional Contributions.* The Members may contribute additional cash or property tothe capital of the Company, but no Member has any obligation pursuant to this Agreement to make anysuch contribution.
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     Section 4.3*Return of Contributions; Other Provisions Relating to Contributions.* No Member shallbe entitled to withdraw any part of its capital contributions or its capital account or to receiveany distribution from the Company, except as provided in this Agreement. An unrepaid capitalcontribution is not a liability of the Company or any Member, and no interest shall accrue oncapital contributions or on balances in the Members’ capital accounts.     Section 4.4*Loans.* A Member may make secured or unsecured loans to the Company, but no Member hasany obligation pursuant to this Agreement to make any such loan. Loans by a Member to the Companyshall not be considered capital contributions.**ARTICLE V****CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS**     Section 5.1 *Capital Accounts.* The Company shall maintain for each Member a separate capitalaccount in accordance with the regulations issued pursuant to Section 704 of the Code and asdetermined by the Manager as consistent therewith.     Section 5.2 *Allocations for Tax and Capital Account Purposes.* For federal income tax purposes,each item of income, gain, loss, deduction and credit of the Company shall be allocated among theMembers in accordance with their Percentage Interests, except that the Manager shall have theauthority to make such other allocations as are necessary and appropriate to comply with Section704 of the Code and the regulations issued pursuant thereto.     Section 5.3 *Distributions.* The Company shall make distributions to the Members at such times, andin such forms and amounts, as the Manager may from time to time determine. Distributions inliquidation of the Company shall be made in accordance with the positive balances in the Members’respective capital accounts maintained pursuant to Section 5.1. All other distributions shall bemade to the Members in accordance with their respective Percentage Interests.**ARTICLE VI****MANAGEMENT AND OPERATIONS OF BUSINESS**     The Manager shall conduct, direct, and exercise full control over all activities of theCompany. Except as otherwise expressly provided in this Agreement, all management powers over thebusiness and affairs of the Company shall be exclusively vested in the Manager. The Manager shallbe designated from time to time by the Members, and the Members may remove the Person serving asthe Manager, with or without cause, at any time and may designate any other Person to serve as theManager. In addition to the powers now or hereafter granted a manager under applicable law or whichare granted to the Manager under any other provision of this Agreement, the Manager shall have fullpower and authority to do all things and on such terms as it, in its sole discretion, may deemnecessary or desirable to conduct the business of the Company, to exercise all powers set forth inSection 3.2 and to effectuate the purposes set forth in Section 3.1.
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**ARTICLE VII****RIGHTS AND OBLIGATIONS OF MEMBERS**     No Member, by virtue of its status as a member of the Company, shall have any management powerover the business and affairs of the Company or actual or apparent authority to enter intocontracts on behalf of, or to otherwise bind, the Company.**ARTICLE VIII****WINDING UP AND TERMINATION**     The Company shall terminate, and its affairs shall be wound up, upon (a) an event ofresignation of the Manager, (b) a written consent of all of the Members, (c) a judicial decreeordering the winding up and termination of the Company under Section 11.301 of the TLLCL, (d) thesale of all or substantially all of the assets and properties of the Company and its Subsidiaries,taken as a whole, (e) the dissolution of the MLP, if such dissolution occurs while the MLP is aMember or (f) any other event requiring the winding up of the Company under the TLLCL; *provided,however*, that the Company shall not be terminated or required to be wound up by reason of any eventof resignation of the Manager described in the preceding clause if within 90 days after theresignation, a majority of the Members agree by vote to continue the business of the Company and tothe appointment of a manager of the Company.**ARTICLE IX****AMENDMENT OF COMPANY AGREEMENT**     The Manager may amend any provision of this Agreement without the consent of the Members andmay execute, swear to, acknowledge, deliver, file and record whatever documents may be required inconnection therewith, except that any amendment that would increase the liability of the Members ormaterially and adversely affect the rights of the Member under this Agreement requires the consentof the Members.**ARTICLE X****INDEMNIFICATION**     Section 10.1 *Indemnification.*          (a) To the fullest extent permitted by law but subject to the limitations expressly providedin this Agreement, the Manager, the Members and any Person who is or was an officer or director ofthe Manager (each, an “Indemnitee”) shall each be indemnified and held harmless by theCompany from and against any and all losses, claims, damages, liabilities (joint or several),expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties,interest, settlements and other amounts arising from any and all claims, demands, actions, suits orproceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee maybe involved, or is threatened to be involved, as a party or otherwise, by reason of its status asan Indemnitee; *provided*, that the Indemnitee shall not be indemnified and held harmless if therehas been a final and non-appealable judgment entered by a court of competent jurisdictiondetermining that, in respect of the matter for which the Indemnitee is seeking indemnificationpursuant to this Section 10.1, the Indemnitee acted in bad faith or engaged in fraud, willfulmisconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conductwas unlawful. Any indemnification pursuant to this Section 10.1 shall be made only out of theassets of the Company, it being agreed that the Members shallnot
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be personally liable for such indemnification and shall have no obligation to contribute orloan any monies or property to the Company to enable it to effectuate such indemnification.          (b) To the fullest extent permitted by law, expenses (including, without limitation, legalfees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit orproceeding shall, from time to time, be advanced by the Company prior to the final disposition ofsuch claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by oron behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee isnot entitled to be indemnified as authorized in this Section 10.1.          (c) The indemnification provided by this Section 10.1 shall be in addition to any other rightsto which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, bothas to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any othercapacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity.          (d) The Company may purchase and maintain (or reimburse the Manager or its Affiliates for thecost of) insurance, on behalf of the Manager and such other Persons as the Manager shall determine,against any liability that may be asserted against or expense that may be incurred by such Personin connection with the Company’s activities, whether or not the Company would have the power toindemnify such Person against such liabilities under the provisions of this Agreement.          (e) In no event shall the Members be subjected to personal liability by reason of theindemnification provisions set forth in this Agreement, whether by action of an Indemnitee orotherwise.          (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section10.1 because the Indemnitee had an interest in the transaction with respect to which theindemnification applies if the transaction was otherwise permitted by the terms of this Agreement.          (g) The provisions of this Section 10.1 are for the benefit of the Indemnitees, their heirs,successors and assigns and shall not be deemed to create any rights for the benefit of any otherPersons.          (h) No amendment, modification or repeal of this Section 10.1 or any provision hereof shall inany manner terminate, reduce or impair the right of any past, present or future Indemnitee to beindemnified by the Company, nor the obligation of the Company to indemnify any such Indemniteeunder and in accordance with the provisions of this Section 10.1 as in effect immediately prior tosuch amendment, modification or repeal with respect to claims arising from or relating to mattersoccurring, in whole or in part, prior to such amendment, modification or repeal, regardless of whensuch claims may arise or be asserted.          (i) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 10.1 ARE INTENDED BY THEPARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL
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RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.     Section 10.2 *Liability of Indemnitees.*          (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shallbe liable for monetary damages to the Company or any Member for losses sustained or liabilitiesincurred as a result of any act or omission of an Indemnitee unless there has been a final andnon-appealable judgment entered by a court of competent jurisdiction determining that, in respectof the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willfulmisconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conductwas criminal.          (b) Subject to its obligations and duties as the Manager set forth in Article VI, the Managermay exercise any of the powers granted to it by this Agreement and perform any of the dutiesimposed upon it hereunder either directly or by or through its agents, and the Manager shall not beresponsible for any misconduct or negligence on the part of any such agent appointed by the Managerin good faith.          (c) Any amendment, modification or repeal of this Section 10.2 or any provision hereof shallbe prospective only and shall not in any way affect the limitations on the liability of anIndemnitee under this Section 10.2 as in effect immediately prior to such amendment, modificationor repeal with respect to claims arising from or relating to matters occurring, in whole or inpart, prior to such amendment, modification or repeal, regardless of when such claims may arise orbe asserted.**ARTICLE XI****BOOKS AND RECORDS**     The Manager shall keep or cause to be kept at the principal office of the Company appropriatebooks and records with respect to the Company’s business including, without limitation, all booksand records necessary to provide to the Members any information, lists, and copies of documentsrequired to be provided pursuant to the TLLCL. Any such records may be maintained in other than awritten form if such form is capable of conversion into a written form within a reasonable time.**ARTICLE XII****GENERAL PROVISIONS**     Section 12.1 *Addresses and Notices.* Any notice, demand, request or report required or permittedto be given or made to a Member under this Agreement shall be in writing and shall be deemed givenor made if received by it at the principal office of the Company referred to in Section 2.3.     Section 12.2 *Titles and Captions.* All article or section titles or captions in this Agreement arefor convenience only. They shall not be deemed part of this Agreement and in no way define, limit,extend or describe the scope or intent of any provisions hereof. Except as
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specifically provided otherwise, references to “Articles” and “Sections” are to articles and sections of thisAgreement.     Section 12.3 *Pronouns and Plurals.* Whenever the context may require, any pronoun used in thisAgreement shall include the corresponding masculine, feminine or neuter forms, and the singularform of nouns, pronouns and verbs shall include the plural and vice-versa.     Section 12.4 *Binding Effect.* This Agreement shall be binding upon and inure to the benefit of theparties hereto and their successors, legal representatives and permitted assigns.     Section 12.5 *Integration.* This Agreement constitutes the entire agreement among the partieshereto pertaining to the subject matter hereof and supersedes all prior agreements andunderstandings pertaining thereto.     Section 12.6 *Creditors.*None of the provisions of this Agreements shall be for the benefit of, or shall be enforceableby, any creditor of the Company.     Section 12.7*Waiver.*No failure by any party to insist upon the strict performance of anycovenant, duty, agreement or condition of this Agreement or to exercise any right or remedyconsequent upon a breach thereof shall constitute waiver of any such breach or any other covenant,duty, agreement or condition.     Section 12.8 *Applicable Law.* This Agreement shall be construed in accordance with and governed bythe laws of the State of Texas, without regard to the principles of conflicts of law.     Section 12.9 *Invalidity of Provisions.* If any provision of this Agreement is or becomes invalid,illegal or unenforceable in any respect, the validity, legality and enforceability of the remainingprovisions contained herein shall not be affected thereby.     Section 12.10 *Counterparts.* This Agreement may be executed in counterparts, all of which togethershall constitute an agreement binding on all the parties hereto, notwithstanding that all suchparties are not signatories to the original or the same counterpart.** * * Remainder of this page intentionally left blank * * **
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     IN WITNESS WHEREOF, this Agreement has been duly executed by the Members as of the date firstabove written.         **MEMBERS:**         TEPPCO GP, INC.         By: /s/ William G. Manias     Name: William G. Manias  Title: Vice President and Chief Financial Officer         TEPPCO PARTNERS, L.P.         By: Texas EasternProducts Pipeline Company, LLC,