exhibit4_64.htm


    EXHIBIT
4.64

     

    FULL
RELEASE OF GUARANTEE

     

    THIS FULL RELEASE OF GUARANTEE (this
“Release”) is
dated as of November 23, 2009, by U.S. Bank National Association, successor
pursuant to Section 7.09 of the Indenture (as defined below) to Wachovia Bank,
National Association and First Union National Bank, as trustee (in such
capacity, the “Trustee ”), in favor
of TE Products Pipeline Company, LLC, a Texas limited liability company (“TE Products”), TCTM,
L.P., a Delaware limited partnership (“TCTM”), TEPPCO
Midstream Companies, LLC, a Texas limited liability company (“TEPPCO Midstream”),
and Val Verde Gas Gathering Company, L.P., a Delaware limited partnership
(“Val Verde”
and together with TE Products, TCTM, and TEPPCO Midstream, the “Subsidiary
Guarantors”).

     

    RECITALS:

     

    WHEREAS, TEPPCO Partners, L.P., a
Delaware limited partnership (the “Partnership”), and
the Subsidiary Guarantors, or their predecessors,  have heretofore
executed and delivered to the Trustee an Indenture dated as of February 20, 2002
(as amended, supplemented, or otherwise modified from time to time, the “Indenture”),
providing for the Partnership’s issuance, from time to time, of its Debt
Securities in one or more series unlimited as to principal amount, and the
guarantee by each of the Subsidiary Guarantors of the Debt Securities issued
pursuant thereto; and

     

    WHEREAS, Section 14.04 of the Indenture
provides that the Guarantee of a Subsidiary Guarantor shall be unconditionally
released and discharged, upon the release or discharge of all guarantees by such
Subsidiary Guarantor of any Debt of the Partnership, other than obligations
arising under the Indenture and any Debt Securities issued thereunder, following
delivery of a written notice of such release or discharge by the Partnership to
the Trustee, except a discharge or release by or as a result of payment under
such guarantees; and

     

    WHEREAS, after giving effect to a
concurrent full release of guarantee being given with respect to an Indenture,
dated as of May 14, 2007, among the Partnership, the Subsidiary Guarantors and
the trustee named therein, the Subsidiary Guarantors will not have guaranteed
any other Debt of the Partnership as of the effective time of this Release;
and

     

    WHEREAS, the Partnership has requested
that the Subsidiary Guarantors be released as Subsidiary Guarantors under the
Indenture, including all indentures supplemental thereto and in accordance with
Section 14.04 of the Indenture, the Partnership has delivered or caused to be
delivered to the Trustee an Officers’ Certificate and Opinion of Counsel in
respect of its request.

     

    NOW, THEREFORE, for good and valuable
consideration, the sufficiency and receipt of all of which are acknowledged, the
Trustee hereby fully releases and discharges the Subsidiary Guarantors from all
present and future obligations which currently exist or may exist in the future
under or in connection with the Indenture, including all indentures supplemental
thereto and all Debt Securities issued thereunder.  Notwithstanding
the foregoing, this is a release of the Subsidiary Guarantors only, and nothing
in this Release shall be construed to be a release of any obligations of the
Partnership in connection with the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS RELEASE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    IN WITNESS WHEREOF, the
Trustee has caused this Release to be duly executed and delivered by a duly
authorized officer as of the date first above written.

     

     

    


    
      


      
        	 
      	 
      	 
      	 
      	 
      	U.S.
      Bank National Association
	 
      	 
      	 
      	 
      	 
      	
                As
      Trustee

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                By:

              	
                      /s/ Steven A.
      Finklea

              
	 
      	 
      	 
      	 
      	 
      	
                Name:

              	
                     
      Steven A. Finklea, CCTS

              
	 
      	 
      	 
      	 
      	 
      	
                Title:

              	
                     
      Vice President