Exhibit
10.56


 


WAIVER OF
PROVISIONS OF THE


CONFLICTS POLICIES
AND PROCEDURES OF THE

THIRD AMENDED AND RESTATED

ADMINISTRATIVE SERVICES AGREEMENT


 


Effective as of February 13, 2006, each of the undersigned hereby
waive the provisions of the Conflicts Policies and Procedures to the Third
Amended and Restated Administrative Services Agreement dated August 15,
2005, to the extent that they prohibit or restrict (i) a majority of the
members of the boards of directors any of Texas Eastern Products Pipeline
Company, LLC, EPE Holdings, LLC and Enterprise Products GP, LLC (the “Affected
Entities”) being non-independent directors or (ii) any person from
serving as a director of more than one of the boards of directors of the
Affected Entities, with respect to the election, whether prior to, on or after
the date hereof, as a director of, and/or a member (including a chairman) of a
committee of the boards of directors of, more than one of the Affected
Entities, of Richard S. Snell, Dan L. Duncan, Robert G. Phillips, Michael A.
Creel, W. Randall Fowler and/or Richard H. Bachmann.


 

















 


IN WITNESS WHEREOF, the undersigned have caused this waiver to be duly
executed by their respective authorized officers as of February 24, 2006,
to be effective as of February 13, 2006.


 


	
   

  	
  EPCO,
  INC. (formerly known as Enterprise

  Products Company, a Texas corporation)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD
  H. BACHMANN

  	
   

  
	
   

  	
   

  	
  Richard H.
  Bachmann

  
	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Legal Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE
  GP HOLDINGS L.P.

  
	
   

  	
   

  
	
   

  	
  EPE
  HOLDINGS, LLC,

  
	
   

  	
  Individually
  and as Sole General Partner of

  
	
   

  	
  Enterprise
  GP Holdings L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W.
  RANDALL FOWLER

  	
   

  
	
   

  	
   

  	
  W. Randall
  Fowler

  
	
   

  	
   

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE
  PRODUCTS PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE
  PRODUCTS OPERATING L.P.

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE
  PRODUCTS GP, LLC,

  
	
   

  	
  Individually
  and as Sole General Partner of

  
	
   

  	
  Enterprise
  Products Partners L.P., and

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE
  PRODUCTS OLPGP, INC.,

  
	
   

  	
  Individually
  and as Sole General Partner of

  
	
   

  	
  Enterprise
  Products Operating L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W.
  RANDALL FOWLER

  	
   

  
	
   

  	
   

  	
  W. Randall
  Fowler

  
	
   

  	
   

  	
  Senior
  Vice President and Treasurer

  



 


2

















 


	
   

  	
  TEPPCO
  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  TEXAS
  EASTERN PRODUCTS PIPELINE

  COMPANY, LLC,

  
	
   

  	
  Individually
  and as Sole General Partner of

  TEPPCO Partners, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM
  G. MANIAS

  	
   

  
	
   

  	
   

  	
  William G.
  Manias

  
	
   

  	
   

  	
  Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TE
  PRODUCTS PIPELINE COMPANY,

  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  TEPPCO
  MIDSTREAM COMPANIES, L.P.

  
	
   

  	
   

  
	
   

  	
  TCTM,
  L.P.

  
	
   

  	
   

  
	
   

  	
  TEPPCO
  GP, Inc.,

  
	
   

  	
  Individually
  and as Sole General Partner of

  TE Products Pipeline Company, Limited

  Partnership, TEPPCO Midstream Companies, L.P.

  and TCTM, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM
  G. MANIAS

  	
   

  
	
   

  	
   

  	
  William G.
  Manias

  
	
   

  	
   

  	
  Vice
  President and Chief Financial Officer

  



 


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