Exhibit
10.2











SIXTH
AMENDMENT TO AMENDED AND RESTATED


CREDIT
AGREEMENT





THIS SIXTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT(this “Amendment”)
is made and entered into effective as of July 1, 2008, by and among TEPPCO
PARTNERS, L.P., a
Delaware limited partnership (the “Borrower”),
the several banks and other financial institutions listed on the signature pages
attached hereto (collectively, the “Lenders”),
and SUNTRUST BANK(“SunTrust”),
as the Administrative Agent for the Lenders (in such capacity, the “Administrative
Agent”).





W I T N E S S E T H:





WHEREAS,
the Borrower, the Lenders, and the Administrative Agent are parties to a certain
Amended and RestatedCredit Agreement, dated
as of October 21, 2004, as amended by a certain First Amendment to Amended and
Restated Credit Agreement, dated as of February 23, 2005, by a certain Second
Amendment to Amended and Restated Credit Agreement, dated as of
December 13, 2005, by a certain Third Amendment to Amended and Restated
Credit Agreement dated as of July 31, 2006, by a certain Fourth Amendment to
Amended and Restated Credit Agreement and Waiver dated as of June 29, 2007, and
by a certain Fifth Amendment to Amended and Restated Credit Agreement dated as
of December 18, 2007 (as so amended and as hereafter amended, restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”), pursuant to which the Lenders have made certain financial
accommodations available to the Borrower; and




WHEREAS,
the Borrower has requested that the Lenders agree to amend the Credit Agreement
so as to modify certain provision of the Credit Agreement with respect to
increases in the total Commitments in effect from time to time under the Credit
Agreement, all as more particularly provided in this Amendment, and subject to
the terms and conditions hereof, the Lenders are willing to agree to such
amendment;




NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
all of which are acknowledged, the Borrower, the Lenders and the Administrative
Agent agree as follows:





SECTION
1.  Definitions.  Capitalized
terms used but not defined in this Amendment have the meanings assigned to such
terms in the Credit Agreement.




SECTION
2.  Amendments to
Section 2.6 (“Increase of Commitments; Additional Lenders”).  Section 2.6 of
the Credit Agreement is hereby amended by deleting such Section 2.6 in its
entirety and substituting a new Section 2.6 as follows:




SECTION 2.6  Increase of
Commitments; Additional Lenders.




(a)           The
Borrower shall have the right, without the consent of the Lenders but with the
prior approval of the Administrative Agent, not to be







1





unreasonably
withheld, to cause from time to time an increase in the total Commitments of the
Lenders by adding to this Agreement one or more additional Lenders (each an
“Additional
Lender”) or by allowing one or more Lenders (each a “Consenting
Lender”) to increase their respective commitments; provided however (i) no Event
of Default shall have occurred hereunder which is continuing, (ii) no such
increase shall cause the aggregate Commitments hereunder to exceed
$1,000,000,000, and (iii) no Lender’s Commitment shall be increase without such
Lender’s consent.




(b)           An
increase in the aggregate amount of the Commitments pursuant to this Section 2.6
shall become effective upon the receipt by the Administrative Agent of (i) an
agreement in form and substance satisfactory to the Administrative Agent signed
by the Borrower, by each Additional Lender and by each Consenting Lender,
setting forth the new Commitments of such Lenders and setting forth the
agreement of each Additional Lender to become a party to this Agreement and to
be bound by all the terms and provisions hereof, together with such evidence of
appropriate authorization on the part of the Borrower with respect to the
increase in the Commitments and such opinions of counsel for the Borrower with
respect to the increase in the Commitments as the Administrative Agent may
reasonably request, and (ii) Notes executed and delivered by the Borrower for
each Consenting Lender and each Additional Lender requesting the same,
evidencing such Lenders' Commitments.




(c)           Upon
the acceptance of any such agreement by the Administrative Agent, the total
Commitments shall automatically be increased by the amount of the Commitments
added through such agreement and Schedule 2 shall automatically be deemed
amended to reflect the Commitments of all Lenders after giving effect to such
additional Commitments and Additional Lenders, as applicable.




(d)           Upon
any increase in the aggregate amount of the Commitments pursuant to this Section
2.6 that is not pro rata among all Lenders, (x) within five Business Days, in
the case of any Base Rate Borrowings then outstanding, and at the end of the
then current Interest Period with respect thereto, in the case of any Eurodollar
Borrowings then outstanding, the Borrower shall prepay such Borrowings in their
entirety and, to the extent the Borrower elects to do so and subject to the
conditions specified in Article V, the Borrower shall reborrow Borrowings from
the Lenders (including any Additional Lenders) in proportion to their respective
Commitments after giving effect to such increase, until such time as all
outstanding Borrowings are held by the Lenders (including any Additional
Lenders) in such proportion and (y) effective upon such increase, the amount of
the participations held by the Lenders (including any Additional Lenders) in the
LC Outstandings shall be adjusted such-that, after giving effect to such
adjustments, each Lender (including each Additional Lender) shall hold
participations in each such LC Outstandings in the proportion its respective
Commitment bears to the aggregate Commitments after giving effect to such
increase.




2




SECTION
3.  Conditions to
Effectiveness.




This Amendment shall become effective
when each of the following conditions shall have been fulfilled:




(i)  the
Borrower, the Administrative Agent and those Lenders constituting the Required
Lenders shall have executed and delivered to the Administrative Agent a
counterpart of this Amendment; and




(ii)  each of
the Guarantors shall have executed and delivered to the Administrative Agent the
Guarantors’ Acknowledgment and Agreement attached to this
Amendment.




The
Administrative Agent shall notify the Borrower and the Lenders of the
Administrative Agent’s receipt of the documents described in the preceding
clauses (i) and (ii) and the resulting effectiveness of this Amendment in
accordance with this Section 3.





SECTION
4.  Representationsand
Warranties.




The Borrower represents and warrants
that (a) the representations and warranties contained in Article VII of the
Credit Agreement (with each reference therein to (i) “this Agreement”,
“hereunder” and words of like import referring to the Credit Agreement being
deemed to be a reference to this Amendment and the Credit Agreement as amended
hereby and (ii) “Credit Documents”, “thereunder” and words of like import being
deemed to include this Amendment, the Credit Agreement, as amended hereby, and
the Guarantors’ Acknowledgment and Agreement) are true and correct in all
material respects (unless they speak to a specific date, are based on facts
which have changed by transactions contemplated or expressly permitted
(including as an express exception to the restrictions set forth in Article IX
of the Credit Agreement) by the Credit Agreement or this Amendment or, with the
consent of the Required Lenders, are otherwise updated, modified or supplemented
as of a subsequent date) on and as of the date hereof as though made on and as
of such date, (b) the execution, delivery and performance of this Amendment and
the Guarantors’ Acknowledgment and Agreement have been duly authorized by all
necessary and appropriate organizational action by each respective Company, do
not violate any of the Constituent Documents of any respective Company, and
except for violations that individually or collectively are not a Material
Adverse Event, do not violate any provision of Legal Requirement applicable to
any respective Company, the agreements governing the Senior Notes, or any other
material agreement to which any respective Company is a party, (c) upon
execution and delivery of this Amendment and the Guarantors’ Acknowledgment and
Agreement by each Company party to such agreements, each document will
constitute a legal and binding obligation of each such Company, enforceable
against it in accordance with its terms, except as enforceability may be limited
by Debtor Laws and general principles of equity, and (d) no event has occurred
and is continuing, or would result from the execution and delivery of this
Amendment, that constitutes an Event of Default or, to the best knowledge of the
Borrower, a Potential Default.







3





SECTION
5.  Effect on the Credit Agreement.




Except as specifically provided above,
the Credit Agreement shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed.  The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Lenders under the
Credit Agreement, nor constitute a waiver of any provision of the Credit
Agreement.




SECTION
6. Costs and
Expenses.




The Borrower agrees to pay on demand
all reasonable costs and expenses of the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto, and all reasonable costs and expenses
(including, without limitation, counsel fees and expenses), if any, in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Amendment.




SECTION
7. Executionin
Counterparts.




This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts
(in each case, any such execution and delivery may occur by facsimile or pdf
transmission of executed counterparts or signature pages), each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.




SECTION
8. Governing
Law.




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







4





IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective duly authorized officers as of the
date first above written.




TEPPCO PARTNERS, L.P.,
      as Borrower
              
              By:
      TEXAS EASTERN PRODUCTS
              PIPELINE COMPANY, LLC,
      as General Partner
              
              By: //s// William G.
      Manias
              Name:  William G.
      Manias
              Title:  Vice President
      and Chief Financial Officer





SIGNATURE
PAGE TO SIXTH AMENDMENT








SUNTRUST BANK, as
      Administrative Agent and Lender
              
              
              By:
       //s// David
      Edge
              Name:  David
      Edge
              Title:  Managing
      Director








SIGNATURE
PAGE TO SIXTH AMENDMENT




WACHOVIA BANK,
      NATIONAL ASSOCIATION
              
              
              By:  //s// Shannan
      Townsend
              Name:  Shannan
      Townsend
              Title:    Director






















SIGNATURE
PAGE TO SIXTH AMENDMENT




BNP
      PARIBAS
              
              
              By:  //s// Gregory E.
      George
              Name:  Gregory
      E. George
              Title:    Managing
      Director
              
              
              By:  //s// Greg
      Smothers
              Name:  Greg
      Smothers
              Title:    Director










SIGNATURE
PAGE TO SIXTH AMENDMENT




JPMORGAN CHASE
      BANK, N.A.
              (successor by merger to Bank One, N.A. (Main Office
      Chicago))
              
              
              By://s// Jennifer
      Fitzgerald
              Name:  Jennifer
      Fitzgerald
              Title:    Associate  SIGNATURE
PAGE TO SIXTH AMENDMENT




KEYBANK, NATIONAL
      ASSOCIATION
              
              
              By://s// Lawrenca A.
      Mack
              Name:  Lawrenca
      A. Mack
              Title:   Executive
      Vice President


SIGNATURE
PAGE TO SIXTH AMENDMENT





THE ROYAL BANK OF
      SCOTLAND PLC
              
              
              By: //s/// Brian D.
      Williams
              Name:  Brian D.
      Williams
              Title:    Vice
      President


SIGNATURE
PAGE TO SIXTH AMENDMENT
  THE BANK OF NEW
      YORK
                By://s//Hussam
      S.
      Alsahlani
                Name:  Hussam S.
      Alsahlani
                Title:    Vice
      President
  SIGNATURE
PAGE TO SIXTH AMENDMENT
  WELLS
      FARGO BANK, NA
                        
                        
                        By: //s//
      Charles W.
      Randall
                        Name:  Charles
      W. Randall
                        Title:    Vice
      President








SIGNATURE
PAGE TO SIXTH AMENDMENT




UBS LOAN FINANCE
      LLC
                
                
                By://s// Richard L.
      Tavrow
                Name:  Richard L.
      Tavrow
                Title:    Director
                
                By://s// David B.
      Julie
                Name:  David B.
      Julie
                Title:    Associate
      Director




SIGNATURE
PAGE TO SIXTH AMENDMENT
  UNION BANK OF
      CALIFORNIA, N.A.
                  
                  
                  By://s// Whitney
      Randolph
                  Name:  Whitney
      Randolph
                  Title:    Assistant
      Vice President





SIGNATURE
PAGE TO SIXTH AMENDMENT






CITIBANK,
      N.A.
                
                
                
                By://s// Todd
      Mogil
                Name:  Todd
      Mogil
                Title:    Vice
      President





SIGNATURE
PAGE TO SIXTH AMENDMENT






LEHMAN BROTHERS
      BANK, FSB
                
                By: //s// Janine M.
      Shugan
                Name:  Janine M.
      Shugan
                Title:    Vice
      President, Loan Portfolio
Group










SIGNATURE
PAGE TO SIXTH AMENDMENT





GUARANTORS’ ACKNOWLEDGMENT
AND AGREEMENT








Each of
the undersigned Guarantors consents to the execution and delivery by the
Borrower of this Amendment and jointly and severally ratifies and confirms the
terms of the Guaranty with respect to all indebtedness now or hereafter
outstanding under the Credit Agreement as amended hereby and all promissory
notes issued thereunder.  Each of the undersigned Guarantors
acknowledges and agrees that, notwithstanding anything to the contrary contained
herein or in any other document evidencing any indebtedness of the Borrower to
the Lenders or any other obligation of the Borrower, or any actions now or
hereafter taken by the Lenders with respect to any obligations of the Borrower,
the Guaranty (i) is and shall continue to be an absolute, unconditional, joint
and several, continuing and irrevocable guarantee of payment of all “Guarantor Obligations”to
the extent and as provided therein, including without limitation, all Borrowings
(including, without limitation, all Revolver Borrowings, Swingline Borrowings,
and Term Borrowings) and Letters of Credit made and issued under the Credit
Agreement, as amended, and (ii) is and shall continue to be in full force and
effect in accordance with its terms.  Nothing contained herein to the
contrary shall release, discharge, modify, change or affect the obligations or
liabilities of any Guarantor under the Guaranty.






VAL VERDE GAS
      GATHERING COMPANY, L.P.
                
                By:           TEPPCO
      NGL Pipelines, LLC,
                its sole General
      Partner
                
                By: //s//
      William G. Manias
                Name:  William
      G. Manias
                  Title:  Vice
      President and Chief Financial
  Officer










SIGNATURE
PAGE TO GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT










TCTM,
L.P.





By:           TEPPCO
GP, Inc.,


its sole General Partner





By: //s//
William G. Manias


Name:  William G.
Manias


Title:  Vice President and
Chief Financial Officer





TEPPCO
MIDSTREAM COMPANIES, LLC





By:           TEPPCO
GP, Inc.,


its sole Manager





By: //s//
William G. Manias


Name:  William G.
Manias


Title:  Vice President and
Chief Financial Officer







TE
PRODUCTS PIPELINE COMPANY, LLC





By:           TEPPCO
GP, Inc.,


its sole Manager





By: //s//
William G. Manias


Name:  William G.
Manias


Title:  Vice President and
Chief Financial Officer








SIGNATURE
PAGE TO GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT