##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 1-13603
 
 TE Products Pipeline Company, Limited Partnership
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    76-0329620(State of Incorporation
    
    (I.R.S. Employeror Organization)
    
    Identification Number)
 1100 Louisiana Street, Suite 1600
Houston, Texas 77002
(Address of principal executive offices, including zip code)
 (713) 381-3636
(Registrants telephone number, including area code)
 þ o
  o o þ
 o þ




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##### 



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2007 and December 31, 2006 (unaudited)
    
    
    1Statements of Consolidated Income For the Three Months Ended March 31, 2007 and 2006 (unaudited)
    
    
    2Statements of Consolidated Cash Flows For the Three Months ended March 31, 2007 and 2006 (unaudited)
    
    
    3Statements of Consolidated Partners Capital For the Three Months Ended March 31, 2007 (unaudited)
    
    
    4Notes to the Consolidated Financial Statements (unaudited)
    
    
    5Note 1. Organization and Basis of Presentation
    
    
    5Note 2. Recent Accounting Developments
    
    
    7Note 3. Employee Benefit Plans
    
    
    8Note 4. Financial Instruments  Interest Rate Swap
    
    
    8Note 5. Inventories
    
    
    9Note 6. Investments in Unconsolidated Affiliates
    
    
    9Note 7. Dispositions
    
    
    10Note 8. Goodwill and Other Intangible Assets
    
    
    11Note 9. Debt Obligations
    
    
    12Note 10. Quarterly Distributions of Available Cash
    
    
    14Note 11. Related Party Transactions
    
    
    14Note 12. Commitments and Contingencies
    
    
    15Note 13. Supplemental Cash Flow Information
    
    
    21Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Cautionary Note Regarding Forward-Looking Statements
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    31PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 6. Exhibits
    
    
    32Signatures
    
    
    34Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
 March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    224
    
    
    $
    Accounts receivable, trade (net of allowance for doubtful accounts of
$0 and $0)
    
    
    27,518
    
    
    
    26,771Accounts receivable, related parties
    
    
    63,967
    
    
    
    56,579Inventories
    
    
    12,281
    
    
    
    12,729Other
    
    
    7,138
    
    
    
    7,318Total current assets
    
    
    111,128
    
    
    
    103,397Property, plant and equipment, at cost(net of accumulated
depreciation and amortization of $385,551 and $377,733)
    
    
    863,668
    
    
    
    860,617Equity investments
    
    
    66,546
    
    
    
    148,316Goodwill and other intangible assets
    
    
    3,798
    
    
    
    3,927Other assets
    
    
    22,984
    
    
    
    21,813Total assets
    
    $
    1,068,124
    
    
    $
    1,138,070LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    12,897
    
    
    $
    8,984Accounts payable, related parties
    
    
    9,942
    
    
    
    6,679Accrued interest
    
    
    4,645
    
    
    
    16,509Other accrued taxes
    
    
    4,847
    
    
    
    5,355Other
    
    
    6,721
    
    
    
    12,057Total current liabilities
    
    
    39,052
    
    
    
    49,584Senior notes
    
    
    387,927
    
    
    
    387,339Note payable, Parent Partnership
    
    
    98,661
    
    
    
    240,845Other liabilities and deferred credits
    
    
    16,109
    
    
    
    16,402Commitments and contingenciesPartners capital:General partners interest
    
    
    5
    
    
    
    4Limited partners interest
    
    
    526,370
    
    
    
    443,896Total partners capital
    
    
    526,375
    
    
    
    443,900Total liabilities and partners capital
    
    $
    1,068,124
    
    
    $
    1,138,070
  1




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Dollars in thousands)
 For the Three Months EndedMarch 31,2007
    
    
    2006Operating revenues:Sales of petroleum products
    
    $
    9,376
    
    
    $
    Transportation  Refined products
    
    
    37,135
    
    
    
    31,799Transportation  LPGs
    
    
    36,053
    
    
    
    29,421Other
    
    
    11,606
    
    
    
    11,578Total operating revenues
    
    
    94,170
    
    
    
    72,798Costs and expenses:Purchases of petroleum products
    
    
    9,394
    
    
    
    Operating expense
    
    
    21,264
    
    
    
    23,325Operating fuel and power
    
    
    10,402
    
    
    
    9,254General and administrative
    
    
    4,075
    
    
    
    5,094Depreciation and amortization
    
    
    10,868
    
    
    
    10,029Taxes  other than income taxes
    
    
    3,086
    
    
    
    2,592Gains on sales of assets
    
    
    (18,651
    )
    
    
    (7
    )Total costs and expenses
    
    
    40,438
    
    
    
    50,287Operating income
    
    
    53,732
    
    
    
    22,511Other income (expense):Interest expense  net
    
    
    (8,161
    )
    
    
    (8,334
    )Gain on sale of ownership interest in Mont Belvieu
Storage Partners, L.P.
    
    
    59,837
    
    
    
    Equity losses
    
    
    (1,487
    )
    
    
    (1,266
    )Interest income
    
    
    202
    
    
    
    396Other income  net
    
    
    230
    
    
    
    383Income before provision for income taxes
    
    
    104,353
    
    
    
    13,690Provision for income taxes
    
    
    161
    
    
    
    Net income
    
    $
    104,192
    
    
    $
    13,690
  2




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Dollars in thousands)
 For the Three Months EndedMarch 31,2007
    
    
    2006Operating activities:Net income
    
    $
    104,192
    
    
    $
    13,690Adjustments to reconcile net income to cash provided by
operating activities:Deferred income tax expense
    
    
    (1
    )
    
    
    Depreciation and amortization
    
    
    10,868
    
    
    
    10,029Losses in equity investments
    
    
    1,487
    
    
    
    1,266Distributions from equity investments
    
    
    10,395
    
    
    
    7,840Gains on sales of assets
    
    
    (18,651
    )
    
    
    (7
    )Gain on sale of ownership interest in Mont Belvieu Storage
Partners, L.P.
    
    
    (59,837
    )
    
    
    Non-cash portion of interest expense
    
    
    97
    
    
    
    138Net effect of changes in operating accounts
    
    
    (26,359
    )
    
    
    (18,383
    )Net cash provided by operating activities
    
    
    22,191
    
    
    
    14,573Investing activities:Proceeds from sales of assets and ownership interest
    
    
    165,268
    
    
    
    Investment in Centennial Pipeline LLC
    
    
    (6,081
    )
    
    
    Investment in Mont Belvieu Storage Partners, L.P.
    
    
    
    
    
    
    (1,720
    )Capital expenditures
    
    
    (17,391
    )
    
    
    (11,706
    )Net cash provided by (used in) investing activities
    
    
    141,796
    
    
    
    (13,426
    )Financing activities:Proceeds from note payable, Parent Partnership
    
    
    88,041
    
    
    
    38,075Repayments of note payable, Parent Partnership
    
    
    (230,087
    )
    
    
    (22,499
    )Distributions paid
    
    
    (21,717
    )
    
    
    (16,723
    )Net cash used in financing activities
    
    
    (163,763
    )
    
    
    (1,147
    )Net change in cash and cash equivalents
    
    
    224
    
    
    
    Cash and cash equivalents, January 1
    
    
    
    
    
    
    Cash and cash equivalents, March 31
    
    $
    224
    
    
    $
    
  3




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 STATEMENT OF CONSOLIDATED PARTNERS CAPITAL
(Unaudited)
(Dollars in thousands)
 General
    
    
    LimitedPartners
    
    
    PartnersInterest
    
    
    Interest
    
    
    TotalBalance, December 31, 2006
    
    $
    4
    
    
    $
    443,896
    
    
    $
    443,900Net income
    
    
    1
    
    
    
    104,191
    
    
    
    104,192Cash distributions
    
    
    
    
    
    
    (21,717
    )
    
    
    (21,717
    )Balance, March 31, 2007
    
    $
    5
    
    
    $
    526,370
    
    
    $
    526,375
  4




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
 NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
      Business Segments
  Dollar Amounts
  5




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Income Taxes  Texas Margin Tax
   Accounting for Income Taxes
 Revenue Recognition
  Working Capital
  6




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 
 NOTE 2. RECENT ACCOUNTING DEVELOPMENTS
 How
Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the
Income Statement (That Is, Gross versus Net Presentation)
 Accounting for Uncertainty in Income Taxes Accounting for
Income Taxes
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 7




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 
 NOTE 3. EMPLOYEE BENEFIT PLANS
   Employers Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits
  
 NOTE 4. FINANCIAL INSTRUMENT  INTEREST RATE SWAP
  8




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 
 NOTE 5. INVENTORIES
  March 31, 
2007
    
    

December 31, 
2006Refined products and LPGs (1)
    
    $
    7,226
    
    
    $
    7,636Materials and supplies
    
    
    5,055
    
    
    
    5,093Total
    
    $
    12,281
    
    
    $
    12,729
 
 (1)
    
    Refined products and LPGs inventory is managed on a combined basis. 
 NOTE 6. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
 Centennial
  MB Storage
   9




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Summarized Financial Information for Centennial and MB Storage
  For the Three Months EndedMarch 31,2007
    
    2006Revenues
    
    $
    16,415
    
    
    $
    17,072Net income
    
    
    1,353
    
    
    
    292
  March 31,
    
    December 31,2007
    
    2006Current assets
    
    $
    13,983
    
    
    $
    36,735Noncurrent assets
    
    
    255,715
    
    
    
    359,156Current liabilities
    
    
    23,963
    
    
    
    30,959Long-term debt
    
    
    137,500
    
    
    
    150,000Noncurrent liabilities
    
    
    6,742
    
    
    
    5,971Partners capital
    
    
    101,493
    
    
    
    208,961
 
 NOTE 7. DISPOSITIONS
 MB Storage
   10




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Other Refined Products Assets
  
 NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS
 Goodwill
 Goodwill and Other Intangible Assets
  Other Intangible Assets
  March 31, 2007
    
    December 31, 2006Gross Carrying
    
    Accumulated
    
    Gross Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Amount
    
    AmortizationIntangible assets:Transportation agreements
    
    $
    2,974
    
    
    $
    (515
    )
    
    $
    2,974
    
    
    $
    (386
    )Excess investment:Centennial Pipeline LLC
    
    $
    33,390
    
    
    $
    (17,196
    )
    
    $
    33,390
    
    
    $
    (16,579
    )
   11




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   Intangible Assets
    
    Excess Investments2007
    
    $
    460
    
    
    $
    3,6752008
    
    
    185
    
    
    
    3,7992009
    
    
    185
    
    
    
    4,0042010
    
    
    185
    
    
    
    2,7982011
    
    
    185
    
    
    
    96
 
 NOTE 9. DEBT OBLIGATIONS
 Senior Notes
  RedemptionYear

    
    Price2008

    
    
    103.755
    %2009

    
    
    103.380
    %2010

    
    
    103.004
    %2011

    
    
    102.629
    %2012

    
    
    102.253
    %2013

    
    
    101.878
    %2014

    
    
    101.502
    %2015

    
    
    101.127
    %2016

    
    
    100.751
    %2017

    
    
    100.376
    %
    12




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  Fair ValueFace Value
    
    March 31, 2007
    
    December 31, 20066.45% Senior Notes, due January 2008
    
    $
    180,000
    
    
    $
    181,080
    
    
    $
    181,6417.51% Senior Notes, due January 2028
    
    
    210,000
    
    
    
    219,450
    
    
    
    221,471
 Other Long Term Debt and Credit Facilities
     13




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   
 NOTE 10. QUARTERLY DISTRIBUTONS OF AVAILABLE CASH
   
 NOTE 11. RELATED PARTY TRANSACTIONS
 Parent Partnership
   14




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 EPCO and Affiliates
  For the Three Months EndedMarch 31,2007
    
    2006Revenues from EPCO and affiliates:Transportation  LPGs
    
    $
    1,606
    
    
    $
    1,723Other operating revenues
    
    
    306
    
    
    
    37Costs and Expenses from EPCO and affiliates:Payroll and administrative (1)
    
    
    11,227
    
    
    
    13,360
 
 (1)
    
    Substantially all of these costs were related to payroll, payroll related expenses,
insurance expense and administrative expenses incurred in managing us and our subsidiaries.  Other Transactions
  
 NOTE 12. COMMITMENTS AND CONTINGENCIES
 Litigation
 Ryan E. McCleery and Marcia S. McCleery, et
al. and Michael and Linda Robson, et al. v. Texas Eastern Corporation, et al. Michael and Linda Robson, et al.
v. Texas Eastern Corporation, et al
 15




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  Rebecca L. Grisham et al. v. TE Products Pipeline Company,
Limited Partnership
 Jimmy R. Green, et al. v. Cities Service Refinery, et al. th
   16




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
     Regulatory Matters
   17




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
       18




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   Contractual Obligations
  Other
    19




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   20




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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 
 NOTE 13. SUPPLEMENTAL CASH FLOW INFORMATION
  For the Three Months EndedMarch 31,2007
    
    
    2006Decrease (increase) in:Accounts receivable, trade
    
    $
    (747
    )
    
    $
    8,841Accounts receivable, related parties
    
    
    (7,388
    )
    
    
    928Inventories
    
    
    448
    
    
    
    (1,266
    )Other current assets
    
    
    180
    
    
    
    644Other
    
    
    (2,974
    )
    
    
    (1,551
    )Increase (decrease) in:Accounts payable and accrued expenses
    
    
    (19,245
    )
    
    
    (13,818
    )Accounts payable, related parties
    
    
    3,263
    
    
    
    (9,903
    )Other
    
    
    104
    
    
    
    (2,258
    )Net effect of changes in operating accounts
    
    $
    (26,359
    )
    
    $
    (18,383
    )Supplemental disclosure of cash flows:Cash paid for interest (net of amounts capitalized)
    
    $
    20,260
    
    
    $
    15,603
 21




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 General
  
    
    Cautionary Note Regarding Forward-Looking Statements.
    
    Overview of Critical Accounting Policies and Estimates.
    
    Overview of Business.
    
    Results of Operations  Discusses material period-to-period variances in the
statements of consolidated income.
    
    Financial Condition and Liquidity  Analyzes cash flows and financial position.
    
    Other Considerations  Addresses available sources of liquidity, trends, future
plans and contingencies that are reasonably likely to materially affect future
liquidity or earnings.
    
    Recent Accounting Pronouncements.
 we us our TE Products
 Parent Partnership
 General Partner
 Company
 Enterprise
 EPCO
 
 Cautionary Note Regarding Forward-Looking Statements
  22




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Overview of Critical Accounting Policies and Estimates
  Overview of Business
    23




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Recent Developments
  Results of Operations
  For the Three Months
    
    
    PercentageEnded March 31,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)Volumes Delivered:Refined products
    
    
    35,754
    
    
    
    35,808
    
    
    
    LPGs
    
    
    16,598
    
    
    
    12,840
    
    
    
    29
    %Total
    
    
    52,352
    
    
    
    48,648
    
    
    
    8
    %Average Tariff per Barrel:Refined products
    
    $
    1.04
    
    
    $
    0.89
    
    
    
    17
    %LPGs
    
    
    2.17
    
    
    
    2.29
    
    
    
    (5
    %)Average system tariff per barrel
    
    
    1.40
    
    
    
    1.26
    
    
    
    11
    %
  Three Months Ended March 31, 2007 Compared with Three Months Ended March 31, 2006
   24




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For the Three MonthsEnded March 31,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)Centennial
    
    $
    (3,987
    )
    
    $
    (3,913
    )
    
    $
    (74
    )MB Storage
    
    
    2,491
    
    
    
    2,651
    
    
    
    (160
    )Other
    
    
    9
    
    
    
    (4
    )
    
    
    13Total equity losses
    
    $
    (1,487
    )
    
    $
    (1,266
    )
    
    $
    (221
    )
  25




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Income Taxes  Texas Margin Tax
   Accounting for Income Taxes
 Financial Condition and Liquidity
  26




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For the Three Months EndedMarch 31,2007
    
    2006Cash provided by (used in):Operating activities
    
    $
    22.2
    
    
    $
    14.5Investing activities
    
    
    141.8
    
    
    
    (13.4
    )Financing activities
    
    
    (163.8
    )
    
    
    (1.1
    )
 Operating Activities
  For the Three Months EndedMarch 31,2007
    
    
    2006Net income
    
    $
    104.2
    
    
    $
    13.7Depreciation and amortization
    
    
    10.9
    
    
    
    10.0Losses in equity investments
    
    
    1.5
    
    
    
    1.3Distributions from equity investments
    
    
    10.4
    
    
    
    7.8Gains on sales of assets
    
    
    (18.7
    )
    
    
    Gain on sale of ownership interest in MB Storage
    
    
    (59.8
    )
    
    
    Non-cash portion of interest expense
    
    
    0.1
    
    
    
    0.1Net effect of changes in operating accounts
    
    
    (26.4
    )
    
    
    (18.4
    )Net cash provided by operating activities
    
    $
    22.2
    
    
    $
    14.5
   Investing Activities
  27




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Financing Activities
   Other Considerations
 Universal Shelf
  Credit Facilities
   28




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Future Capital Needs and Commitments
   Liquidity Outlook
  Classification of
Short-Term Obligations Expected to be Refinanced.
 Off-Balance Sheet Arrangements
   29




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Contractual Obligations
   Recent Accounting Pronouncements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  30




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Fair ValueFace
    
    March 31,
    
    December 31,Value
    
    2007
    
    20066.45% Senior Notes, due January 2008
    
    $
    180,000
    
    
    $
    181,080
    
    
    $
    181,6417.51% Senior Notes, due January 2028
    
    
    210,000
    
    
    
    219,450
    
    
    
    221,471
   
 Item 4. Controls and Procedures
  (i)
    
    that our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is accumulated
and communicated to our management, including the CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure; and(ii)
    
    that our disclosure controls and procedures are effective.
 Changes in Internal Control over Financial Reporting
  31




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 ExhibitNumber
    
    Description3.1
    
    Third Amended and Restated Agreement of Limited Partnership of TE Products
Pipeline Company, Limited Partnership by and between TEPPCO GP, Inc. and TEPPCO
Partners, L.P. dated as of February 27, 2007 (Filed as Exhibit 10.67 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2006 and incorporated herein by reference).4.1
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and
The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to
TE Products Pipeline Company, Limited Partnerships Registration Statement on Form S-3
(Commission File No. 333-38473) and incorporated herein by reference).4.2
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to Form 8-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and
incorporated herein by reference).4.3
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union
National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to
Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403) dated as of February 20,
2002 and incorporated herein by reference).4.4
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P.,
 32




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##### Table of Contents



ExhibitNumber
    
    DescriptionTEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial
Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary
Guarantor, and Wachovia Bank, National Association, formerly known as First
Union National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30,
2002 and incorporated herein by reference).4.5
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January
30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the year ended December 31, 2002, and incorporated herein by
reference).10.1
    
    Fourth Amended and Restated Administrative Services Agreement by and among
EPCO, Inc., Enterprise Products Partners L.P., Enterprise Products Operating L.P.,
Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc., Enterprise GP Holdings
L.P., Duncan Energy Partners L.P., DEP Holdings, LLC, DEP Operating Partnership, L.P.,
EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern Products Pipeline Company, LLC,
TE Products Pipeline Company, Limited Partnership, TEPPCO Midstream Companies, L.P.,
TCTM, L.P. and TEPPCO GP, Inc. dated January 30, 2007, but effective as of February 5,
2007 (Filed as Exhibit 10.18 to Current Report on Form 8-K of Duncan Energy Partners
L.P. (Commission File No. 1-33266) filed February 5, 2007 and incorporated herein by
reference).10.2+
    
    Form of Supplemental Agreement to Employment Agreement between Texas Eastern
Products Pipeline Company, LLC and assumed by EPCO, Inc., and John N. Goodpasture,
Samuel N. Brown and J. Michael Cockrell (Filed as Exhibit 10.62 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2006 and
incorporated herein by reference).10.3
    
    First Amendment to the Fourth Amended and Restated Administrative Services
Agreement by and among EPCO, Inc., Enterprise Products Partners L.P., Enterprise
Products Operating L.P., Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc.,
Enterprise GP Holdings L.P., Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P., EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern
Products Pipeline Company, LLC, TE Products Pipeline Company, Limited Partnership,
TEPPCO Midstream Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated February 28,
2007 (Filed as Exhibit 10.8 to Form 10-K of Enterprise Products Partners L.P.
(Commission File No. 1-14323) for the year ended December 31, 2006 and incorporated
herein by reference).10.4+
    
    Form of Option Grant under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan
(Filed as Exhibit 10.7 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended March 31, 2007 and incorporated herein by reference).10.5+
    
    Form of TPP Unit Appreciation Right Grant (Texas Eastern Products Pipeline
Company LLC Directors) (Filed as Exhibit 10.8 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended March 31, 2007 and incorporated
herein by reference).10.6+
    
    Form of Restricted Unit Grant under the EPCO, Inc. 2006 TPP Long-Term
Incentive Plan (Filed as Exhibit 10.9 to Form 10-Q of TEPPCO Partners, L.P. (Commission
File No. 1-10403) for the quarter ended March 31, 2007 and incorporated herein by
reference).10.7+
    
    Form of Phantom Unit Grant for Directors of Texas Eastern Products Pipeline
Company LLC under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan (Filed as Exhibit
10.10 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the
quarter ended March 31, 2007 and incorporated herein by reference).31.1*
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 33




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##### Table of Contents



ExhibitNumber
    
    Description31.2*
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.+
    
    A management contract or compensation plan or arrangement. 
 SIGNATURES
  TE Products Pipeline Company, Limited PartnershipBy:
    
    /s/ JERRY E. THOMPSONJerry E. Thompson,Date: May 4, 2007
    
    
    
    President and Chief Executive Officer ofTEPPCO GP, Inc., General PartnerBy:
    
    /s/ WILLIAM G. MANIASWilliam G. Manias,Date: May 4, 2007
    
    
    
    Vice President and Chief Financial Officer ofTEPPCO GP, Inc., General Partner
 34




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##### Table of Contents



Index to Exhibits
 ExhibitNumber
    
    Description3.1
    
    Third Amended and Restated Agreement of Limited Partnership of TE Products
Pipeline Company, Limited Partnership by and between TEPPCO GP, Inc. and TEPPCO
Partners, L.P. dated as of February 27, 2007 (Filed as Exhibit 10.67 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2006 and incorporated herein by reference).4.1
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and
The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to
TE Products Pipeline Company, Limited Partnerships Registration Statement on Form S-3
(Commission File No. 333-38473) and incorporated herein by reference).4.2
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to Form 8-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and
incorporated herein by reference).4.3
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union
National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to
Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403) dated as of February 20,
2002 and incorporated herein by reference).4.4
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial
Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary
Guarantor, and Wachovia Bank, National Association, formerly known as First
Union National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30,
2002 and incorporated herein by reference).4.5
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January
30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the year ended December 31, 2002, and incorporated herein by
reference).10.1
    
    Fourth Amended and Restated Administrative Services Agreement by and among
EPCO, Inc., Enterprise Products Partners L.P., Enterprise Products Operating L.P.,
Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc., Enterprise GP Holdings
L.P., Duncan Energy Partners L.P., DEP Holdings, LLC, DEP Operating Partnership, L.P.,
EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern Products Pipeline Company, LLC,
TE Products Pipeline Company, Limited Partnership, TEPPCO Midstream Companies, L.P.,
TCTM, L.P. and TEPPCO GP, Inc. dated January 30, 2007, but effective as of February 5,
2007 (Filed as Exhibit 10.18 to Current Report on Form 8-K of Duncan Energy Partners
L.P. (Commission File No. 1-33266) filed February 5, 2007 and incorporated herein by
reference).10.2+
    
    Form of Supplemental Agreement to Employment Agreement between Texas Eastern
Products Pipeline Company, LLC and assumed by EPCO, Inc., and John N. Goodpasture,
Samuel N. Brown and J. Michael Cockrell (Filed as Exhibit 10.62 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2006 and
incorporated herein by reference).10.3
    
    First Amendment to the Fourth Amended and Restated Administrative Services
Agreement by and among EPCO, Inc., Enterprise Products Partners L.P., Enterprise
Products Operating L.P., Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc.,
Enterprise GP Holdings L.P., Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P., EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern
Products Pipeline Company, LLC, TE Products Pipeline Company, Limited Partnership,
TEPPCO Midstream Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated February 28,
2007 (Filed as Exhibit 10.8 to Form 10-K of Enterprise Products Partners L.P.
(Commission File No. 1-14323) for the year ended December 31, 2006 and incorporated
herein by reference).10.4+
    
    Form of Option Grant under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan
(Filed as Exhibit 10.7 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended March 31, 2007 and incorporated herein by reference).10.5+
    
    Form of TPP Unit Appreciation Right Grant (Texas Eastern Products Pipeline
Company LLC Directors) (Filed as Exhibit 10.8 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended March 31, 2007 and incorporated
herein by reference).10.6+
    
    Form of Restricted Unit Grant under the EPCO, Inc. 2006 TPP Long-Term
Incentive Plan (Filed as Exhibit 10.9 to Form 10-Q of TEPPCO Partners, L.P. (Commission
File No. 1-10403) for the quarter ended March 31, 2007 and incorporated herein by
reference).10.7+
    
    Form of Phantom Unit Grant for Directors of Texas Eastern Products Pipeline
Company LLC under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan (Filed as Exhibit
10.10 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the
quarter ended March 31, 2007 and incorporated herein by reference).31.1*
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.+
    
    A management contract or compensation plan or arrangement.