exv10w1



 





Exhibit 10.1




EXECUTION COPY




FIFTH AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT




     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and
entered into effective as of December 18, 2007, 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 Restated Credit 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, and by
a certain Fourth Amendment to Amended and Restated Credit Agreement and Waiver dated as of June 29,
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 (i) extend the Stated Termination Date of the Credit Agreement from December 13, 2011, to
December 12, 2012, (ii) increase the amount to which the total Commitments under the Credit
Agreement may be increased from $850,000,000 to $1,000,000,000, (iii) increase the maximum amount
of outstanding Swingline Loans from $25,000,000 to $40,000,000, (iv) amend the limitation on the
number of extensions of the Commitments that may be requested by the Borrower, (v) provide the
Borrower an option to convert outstanding Revolving Borrowings to term loans having a one-year
maturity, and (vi) make certain changes to the financial covenants set forth in 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 amendments;



     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 Article I (“Definitions and Terms”).



     (a) Section 1.1 (“Definitions”) of the Credit Agreement is hereby amended by deleting the
definitions for the terms “Applicable Margin,” “Borrowing,” “Centennial Guaranty,” “Facility Fee,”
“LIBOR Rate,” “Note,” “Required Lenders,” “Stated Termination Date,” and “Swingline Index Rate” and
substituting in lieu thereof the following definitions for such terms:




     “Applicable Margin” means, for any LIBOR Rate Borrowing, on any date of determination,
the number of basis points set forth below in the columns identified as Level 1, Level 2,
Level 3, Level 4 or Level 5, based on the Reference Rating in effect on such date. Any
change in the Applicable Margin resulting from a change in the Reference Rating shall be
effective as of the date on which the applicable rating agency announces the applicable
change in rating.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LEVEL 1	 	LEVEL 2	 	LEVEL 3	 	LEVEL 4	 	LEVEL 5
	 	 	 	 	 	 	Reference	 	Reference	 	Reference	 	 
	 	 	 	 	 	 	Rating at	 	Rating at	 	Rating at	 	 
	 	 	Reference	 	least BBB+	 	least BBB by	 	least BBB-	 	 
	 	 	Rating	 	by S&P and	 	S&P and	 	by S&P and	 	Reference
	 	 	higher than	 	Baa1 by	 	Baa2 by	 	Baa3 by	 	Rating Lower
	Basis for Pricing	 	Level 2	 	Moody’s	 	Moody’s	 	Moody’s	 	Than Level 4
	Applicable Margin
	 	 	21.0	 	 	 	27.0	 	 	 	35.0	 	 	 	50.0	 	 	 	57.5	 







provided, however, that upon conversion of any Revolver Borrowings to Term
Borrowings pursuant to Section 2.8: (A) the Applicable Margin shall in each case be
increased by 0.125% per annum, and (B) if immediately prior to such conversion the total
Revolver Borrowings then outstanding exceed fifty percent (50%) of the total Commitments,
the Applicable Margin with respect to such Term Borrowings shall in each case be increased
by an additional 0.10% per annum.




     “Borrowing” means any Revolver Borrowing, Swingline Borrowing, or Term Borrowing, as
the case may be, whether as an original disbursement of funds or as a renewal, extension or
continuation of any amount outstanding, including without limitation, any conversion of
Revolver Borrowings to Term Borrowings pursuant to Section 2.8.




     “Centennial Guaranty” means the guaranty by the Borrower or any Subsidiary of the
Borrower of certain Debt of Centennial Pipeline LLC in a principal amount not to exceed, at
any one time outstanding, $75,000,000.




     “Facility Fee” means, for any day, a fee payable on the amount of the Commitment of
each Lender on such day, irrespective of usage, payable at the rate (expressed in basis
points per annum) set forth below in the columns identified as Level 1, Level 2, Level 3,
Level 4 or Level 5 based on the Reference Rating in effect on such
day; provided, however, if the Borrower exercises the Term-Out option
pursuant to Section 2.8, such fee shall accrue and be payable on the daily outstanding
principal amount of such Lender’s Term Borrowings from the date of such exercise to but



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excluding the date on which all Term Borrowings are paid in full. Any change in the
Facility Fee resulting from a change in the Reference Rating shall be effective as of the
date on which the applicable rating agency announces the applicable change in rating.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LEVEL 1	 	LEVEL 2	 	LEVEL 3	 	LEVEL 4	 	LEVEL 5
	 	 	 	 	 	 	Reference	 	Reference	 	Reference	 	 
	 	 	 	 	 	 	Rating at	 	Rating at	 	Rating at	 	 
	 	 	Reference	 	least BBB+	 	least BBB by	 	least BBB-	 	 
	 	 	Rating	 	by S&P and	 	S&P and	 	by S&P and	 	Reference
	 	 	higher than	 	Baa1 by	 	Baa2 by	 	Baa3 by	 	Rating Lower
	Basis for Pricing	 	Level 2	 	Moody’s	 	Moody’s	 	Moody’s	 	Than Level 4
	Facility Fee
	 	 	6.5	 	 	 	8.0	 	 	 	10.0	 	 	 	12.5	 	 	 	17.5	 







     “LIBOR Rate” means, for a LIBOR Rate Borrowing and its Interest Period, the quotient of
(a) the annual interest rate for deposits in United States dollars of amounts equal or
comparable to the principal amount of that LIBOR Rate Borrowing offered for a term
comparable to that Interest Period, which rate appears on the Reuters Screen LIBOR 01 Page
as of 11:00 a.m. (London, England time) two Business Days before the beginning of that
Interest Period or, if no such offered rates appear on such page, then the rate used for
that Interest Period shall be the arithmetic average (rounded upwards, if necessary, to the
next higher 0.001%) of the rates offered to the Administrative Agent by not less than two
major banks in New York, New York at approximately 10:00 a.m. (Atlanta, Georgia time) two
Business Days before the beginning of that Interest Period for deposits in United States
dollars in the London interbank market of the principal amount of that LIBOR Rate Borrowing
offered for a term comparable to that Interest Period, divided by (b) a number equal to 1.00
minus the LIBOR Reserve Percentage. The rate so determined in accordance herewith shall be
rounded upwards to the nearest multiple of 0.001%, and the term Reuters Screen LIBOR 01 Page
means the display so designated on the Reuters Service (or such other page as may replace
the Reuters Screen LIBOR 01 Page on that service or another service as may be nominated by
the British Bankers’ Association as the information vendor for the purpose of displaying
British Bankers’ Association Interest Settlement Rates for United States dollars).




     “Note” means one of the amended and restated promissory notes substantially in the form
of Exhibit A, with respect to Revolver Borrowings, the swingline note substantially
in the form of Exhibit F, with respect to Swingline Borrowings, and one of the term
notes substantially in the form of Exhibit G, with respect to Term Borrowings, as
the case may be.




     “Required Lenders” means any combination of the Lenders holding (directly or
indirectly) more than (a) 50% of the total Commitments, if there are no Borrowings
outstanding, (b) 50% of the sum of (i) the total unused Commitments plus (ii) the aggregate
principal amount of all Outstanding Credits, if there are any Borrowings or Letters of
Credit outstanding and the maturity of the Obligations has not been accelerated and the
Commitments have not been terminated under Section 12.1(a) or (b), as the case



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may be, and
(c) 50% of the aggregate principal amount of all Outstanding Credits if there are any
Borrowings or Letters of Credit outstanding and the maturity of the Obligations has been
accelerated, or if the Commitments have been terminated under Section 12.1(a) or (b), or if
any Revolving Borrowings have been converted to Term Borrowings pursuant to Section 2.8, as
the case may be.




     “Stated Termination Date” means December 12, 2012, as such date may be extended for
additional one-year periods pursuant to Section 2.7.




     “Swingline Index Rate” means, for any day, (a) the rate per annum appearing on the
Reuters Screen LIBOR 01 Page (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the Swingline Lender from
time to time for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London time for such
day, provided, if such day is not a Business Day, the immediately preceding Business Day, as
the rate for dollar deposits with a one-month maturity; or (b) if for any reason the rate
specified in clause (a) of this definition does not so appear on the Reuters Screen LIBOR 01
Page (or any successor or substitute page or any such successor to or substitute for such
Service), the average of the interest rates per annum at which dollar deposits of $5,000,000
and for a one-month maturity are offered by the respective principal London offices of two
reference banks designated by the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, for such day.



     (b) Section 1.1 (“Definitions”) of the Credit Agreement is hereby further amended by deleting
clause (a) of the definition of “ERISA Event” and replacing it with the following:




     (a) the failure by any Employee Plan to satisfy the minimum funding standard under
Section 302 of ERISA or Section 412 of the IRC, whether or not waived, or the filing
pursuant to Section 412(d) of the IRC (Section 412(c) of the IRC for Employee Plan years
beginning after December 31, 2007) of an application for a waiver of the minimum funding
standard with respect to any Employee Plan,



     (c) Section 1.1 (“Definitions”) of the Credit Agreement is hereby further amended by adding
the following defined terms and accompanying definitions in appropriate alphabetical order, as
follows:




     “Final Maturity Date” means, at any time (a) the Stated Termination Date or (b) if the
Term-Out option is exercised pursuant to Section 2.8, the earlier of (i) the date specified
by the Borrower for the Final Maturity Date in its written notice electing to
exercise the Term-Out option, but in no event shall such date be later than the first
anniversary of the Stated Termination Date then in effect, (ii) the occurrence of any Event
of Default under Section 11.3, or (iii) the occurrence of any other Event of Default and the
declaration of the Obligations to be due and payable pursuant to Section 12.1(b) as a result
of such other Event of Default.



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     “Term Borrowings” has the meaning set forth in Section 2.8.




     “Term-Out” means the Borrower’s election at its option to have the entire principal
balance of the Revolver Borrowings then outstanding continued as Term Borrowings as provided
in Section 2.8.



     SECTION 3. Amendments to Article II (“The Commitments”).



     (a) Section 2.3 (“Swingline Loans”) of the Credit Agreement is hereby amended by deleting in
clause (i) of subsection (a) of such Section the amount “$25,000,000” and substituting in lieu
thereof the amount “$40,000,000.”



     (b) Section 2.6 (“Increase of Commitments; Additional Lenders”) of the Credit Agreement is
hereby amended by deleting in subsections (a) and (b) of such Section each reference to
“$850,000,000” and substituting in each case a reference to “$1,000,000,000.”



     (c) Section 2.7 (“Extension of Commitments”) of the Credit Agreement is hereby amended by
deleting the first sentence of such Section and substituting in lieu thereof the following first
sentence:




     Prior to any exercise by the Borrower of the Term-Out option pursuant to Section 2.8,
the Borrower may request successive one-year extensions of the Stated Termination Date by
delivering a written request for same to the Administrative Agent, provided
that (i) no such request may be delivered earlier than November 18, 2008, (ii) no
such request may be made that would extend the Stated Termination Date to a date more than
five years from the effective date of such request, and (iii) no such request shall be
delivered later than thirty (30) days prior to the State Terminated Date then in effect.



     (d) Article II of the Credit Agreement is hereby further amended by adding a new Section 2.8
(“Extension of Final Maturity Date”) as follows:




     Section 2.8. Extension of Final Maturity Date.




     So long as no Potential Default or Event of Default has occurred and is continuing, the
Borrower may, upon prior written notice to the Administrative Agent, sent not less than
thirty (30) days and not more than sixty (60) days prior to the Stated Termination Date then
in effect, elect to have the entire principal balance of the Revolver Borrowings then
outstanding (with any outstanding Swingline Borrowings to be repaid and/or reborrowed as
Revolver Borrowings prior to the exercise of the Term-Out) continued as non-revolving term
loan borrowings (the “Term Borrowings”) due and payable on the Final Maturity Date specified
by the Borrower in such written notice;
provided that the Borrower may exercise the Term-Out only once during
the term of this Agreement, such exercise shall result in the permanent termination of the
Commitments, and the Borrower may repay, but not reborrow, the Term Borrowings. As a
condition precedent to the Term-Out, the Borrower shall deliver to the Administrative Agent
(A) a certificate of the Borrower dated the effective date of the Term-Out signed by a
Responsible Officer of the Borrower, certifying that (i) the resolutions adopted by the



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Borrower approving or consenting to the Term-Out are attached thereto and such resolutions
are true and correct and have not been altered, amended or repealed and are in full force
and effect, and (ii) before and after giving effect to the Term-Out, (x) the representations
and warrantees contained in Article VII of this Agreement are true and correct in all
material respects on and as of the effective date of the Term-Out, except to the extent that
such representations and warrantees specifically refer to an earlier date, in which case
they were true and correct in all material respects as of such earlier date, and (y) that no
Potential Default or Event of Default exists, is continuing, or would result from the
Term-Out, and (B) a duly executed and completed Term Note for each Lender to evidence the
Term Borrowings. The Borrower hereby agrees to pay any and all costs required pursuant to
Section 3.18 incurred by any Lender in connection with the exercise of the Term-Out.



     SECTION 4. Amendments to Article III (“Payment Terms”).



     (a) Section 3.1 (“Notes and Payments”) of the Credit Agreement is hereby amended by deleting
the first sentence of such Section in its entirety and substituting in lieu thereof the following
sentence:




     The Borrowings are evidenced by the Notes: a Revolver Note payable to each Lender in
the amount of its Commitment for Revolver Borrowings pursuant to Section 2.1, a Swingline
Note payable to the Swingline Lender in the maximum amount of the Swingline Borrowings
pursuant to Section 2.3, and a Term Note payable to each Lender in the amount of its
Revolver Borrowings that are converted to Term Borrowings pursuant to Section 2.8.



     (b) Section 3.2 (“Interest and Principal Payments”) of the Credit Agreement is hereby amended
by deleting subsection (b) of such Section in its entirety and substituting in lieu thereof the
following:




     (b) Principal. The principal amount of each Swingline Borrowing shall be due and
payable on a date not later than seven Business Days after such Swingline Borrowing is
initially funded, provided that on each day that a Revolver Borrowing is made, the Borrower
shall repay all Swingline Borrowings then outstanding. The principal amount of all Revolver
Borrowings and all Swingline Borrowings, if not sooner paid, shall in any event be due and
payable in full on the Termination Date; provided, however, that if any
outstanding Revolver Borrowings are converted to Term Borrowings pursuant to Section 2.8,
all such Term Borrowings shall be due and payable in full on the Final Maturity Date.



     (c) Section 3.2 (“Interest and Principal Payments”) of the Credit Agreement is hereby amended
by deleting subsection (c)(iv) in its entirety and substituting in lieu thereof the following
subsection (c)(iv) as following:




     (iv) Prepayments of Borrowings pursuant to this Section 3.2(c) shall be applied, first,
to prepay Base Rate Borrowings, second, to prepay any LIBOR Rate Borrowing that has an
Interest Period the last day of which is the same as the date of such



6









 






prepayment, and, third
to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at the Borrower’s
option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will
be applied on the last day of the Interest Period of each such LIBOR Rate Borrowing to
prepay such LIBOR Rate Borrowings).



     SECTION 5. Amendments to Article IV (“Fees”).



     Section 4.2 (“Facility Fee”) of the Credit Agreement is hereby amended by deleting such
Section in its entirety and substituting in lieu thereof the following Section 4.2:




     Section 4.2. Facility Fee.




     The Borrower shall pay to the Administrative Agent for the account of such Lender the
Facility Fee from the Closing Date until the Termination Date or, if the Borrower exercises
the Term-Out option pursuant to Section 2.8, until the Final Maturity Date. Such Facility
Fee shall be payable in arrears on the last day of each March, June, September and December
during the entire term of this Agreement, commencing on the first such date following the
Closing Date, on the Termination Date, and if the Borrower exercises the Term-Out option
pursuant to Section 2.8, on the Final Maturity Date.



     SECTION 6. Amendments to Article X (Financial Covenants).



     (a) Section 10.2 (“Consolidated Funded Debt to Pro Forma EBITDA”) of the Credit Agreement is
hereby amended by deleting such Section in its entirety and substituting in lieu thereof the
following Section 10.2:




     SECTION 10.2 Consolidated Funded Debt to Pro Forma EBITDA.




     As of the last day of each fiscal quarter of the Borrower, the ratio of Consolidated
Funded Debt to Pro Forma EBITDA for the period consisting of four consecutive fiscal
quarters taken as a single accounting period and ending on such day shall be less than 5.00
to 1.00 (the “Required Threshold”); provided, however, that if the Borrower consummates one
or more Acquisitions not prohibited hereunder and as a result of such Acquisitions the ratio
of Consolidated Funded Debt to Pro Forma EBITDA equals or exceeds 5.00 to 1.00, then the
required Threshold shall be increased to 5.50 to 1.00 for the last day of the fiscal quarter
in which the Acquisition (the “Acquisition Quarter”) occurred and the last day of the first
full fiscal quarter following the Acquisition Quarter. For purposes of this Section 10.2,
to the extent Consolidated Funded Debt includes Hybrid Securities, then an amount of such
Hybrid Securities not to exceed a total of 15% of Consolidated Total Capitalization shall be
excluded from Consolidated Funded Debt,
and Pro Forma EBITDA may include at the Borrower’s option any Material Project EBITDA
Adjustments as provided in the definition of Adjusted Consolidated EBITDA.



     (b) Section 10.3 (“Interest Coverage Ratio”) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the following:



     SECTION 10.3. Intentionally Omitted.



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     SECTION 7. Amendment to Article XIV (Miscellaneous).



     Section 14.12 (“Non-Recourse to the General Partner”) of the Credit Agreement is hereby
amended by deleting such Section in its entirety and substituting in lieu thereof the following
Section 14.12:



          SECTION 14.12. Non-Recourse to the General Partner; Separateness.




     Neither the General Partner nor any director, officer, employee, stockholder, member, manager
or agent of the General Partner shall have any liability for any obligations of the Borrower or any
other Company under this Agreement or any other Credit Document or for any claim based on, in
respect of or by reason of, such obligations or their creation, including any liability based upon
or arising by operation of law as a result of, the status or capacity of the General Partner as the
“general partner” of the Borrower or any other Company. By executing this Agreement, the
Administrative Agent, each LC Issuing Bank and each Lender expressly waives and releases all such
liability.



     The Administrative Agent, each LC Issuing Bank and each Lender hereby acknowledges and affirms
(i) its reliance on the separateness of the Borrower and the General Partner from each other and
from other Persons, including Enterprise GP Holdings L.P. (“EPE”), EPCO, Inc. and other Affiliates
of EPCO, Inc., (ii) that other creditors of the Borrower, the General Partner or EPE have likely
advanced funds to such Persons in reliance upon the separateness of the Borrower, the General
Partner and EPE from each other and from other Persons, (iii) that each of the Borrower, the
General Partner and EPE have assets and liabilities that are separate from those of each other and
from other Persons, (iv) that the Borrowings and other obligations owing under this Agreement, the
Notes and documents related hereto or thereto have not been guaranteed by any Person other than the
Guarantors, and (v) that, except as other Persons may expressly assume or guarantee this Agreement,
the Notes or any documents related hereto or thereto or any of the Borrowings or other obligations
thereunder, the Administrative Agent, LC Issuing Banks and Lenders shall look solely to the
Borrower, and, pursuant to the Guaranty, the Guarantors, and their respective property and assets,
and any property pledged as collateral with respect hereto or thereto, for the repayment of any
amounts payable pursuant hereto or thereto and for satisfaction of any obligations owing to the
Administrative Agent, LC Issuing Banks and the Lenders hereunder or thereunder and that none of the
General Partner, EPE, EPCO, Inc. or any other Affiliate of EPCO, Inc. is personally liable for any
amounts payable or any liability hereunder or thereunder.



8









 





     SECTION 8. References to Enterprise Products Operating L.P.



     Any and all references to Enterprise Products Operating L.P. in the Credit Agreement shall be
replaced with Enterprise Products Operating LLC.



     SECTION 9. Additional Exhibit to Credit Agreement.



     The Credit Agreement is hereby amended by adding an additional Exhibit G (“Term Note”)
to the Credit Agreement in the form attached to this Amendment.



     SECTION 10. Conditions to Effectiveness.



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




     (i) each of the Lenders, the Borrower, and the Administrative Agent 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 10.




     SECTION 11. Representations and 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’



9









 







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.



     SECTION 12. 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 13. 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 14. Execution in 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 15. Governing Law.



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



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     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: Chief Financial Officer	 	 






SIGNATURE PAGE TO FIFTH AMENDMENT














 








	 	 	 	 	 
	 	SUNTRUST BANK, as Administrative 

Agent and Lender

 	 
	 	By:  	     /s/ David Edge
 	 
	 	 	Name:  	David Edge 	 
	 	 	Title:  	Managing Director 	 
	 



SIGNATURE PAGE TO FIFTH AMENDMENT














 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	     /s/ Shannan Townsend
 	 
	 	 	Name:  	Shannan Townsend 	 
	 	 	Title:  	Director 	 
	 



SIGNATURE PAGE TO FIFTH AMENDMENT














 








	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	     /s/ Gregory E. George
 	 
	 	 	Name:  	Gregory E. George 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                       /s/ Richard Hawthorne
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO FIFTH AMENDMENT














 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

(successor by merger to Bank One, N.A. (Main

Office Chicago))

 	 
	 	By:  	     /s/ Kenneth J. Fatur
 	 
	 	 	Name:  	Kenneth J. Fatur 	 
	 	 	Title:  	Senior Vice President 	 
	 



SIGNATURE PAGE TO FIFTH AMENDMENT














 








	 	 	 	 	 
	 	KEYBANK, NATIONAL ASSOCIATION

 	 
	 	By:  	     /s/ Thomas Rajan
 	 
	 	 	Name:  	Thomas Rajan 	 
	 	 	Title:  	Director 	 
	 



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	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	          /s/ John Preece
 	 
	 	 	Name:  	John Preece 	 
	 	 	Title:  	Vice President 	 
	 



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	 	THE BANK OF NEW YORK

 	 
	 	By:  	          /s/ Hussam S. Alsahlani
 	 
	 	 	Name:  	Hussam S. Alsahlani 	 
	 	 	Title:  	Vice President 	 
	 



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	 	WELLS FARGO BANK, NA

 	 
	 	By:  	          /s/ Terence D’Souza
 	 
	 	 	Name:  	Terence D’Souza 	 
	 	 	Title:  	Vice President 	 
	 



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	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	          /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                                                            /s/ David B. Julie
 	 
	 	 	Name:  	David B. Julie 	 
	 	 	Title:  	Associate Director 	 
	 



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	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	          /s/ Scott Gildea
 	 
	 	 	Name:  	Scott Gildea 	 
	 	 	Title:  	Vice President 	 
	 



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	 	BANK OF COMMUNICATIONS, NEW YORK BRANCH

 	 
	 	By:  	          /s/ Shelley He
 	 
	 	 	Name:  	Shelley He 	 
	 	 	Title:  	Deputy General Manager 	 
	 



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	 	CITIBANK, N.A.

 	 
	 	By:  	          /s/ Todd Mogil
 	 
	 	 	Name:  	Todd Mogil 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



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	 	LEHMAN BROTHERS BANK, FSB

 	 
	 	By:  	          /s/ Janine M. Shugan
 	 
	 	 	Name:  	Janine M. Shugan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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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 Pipeline, LLC,

its sole General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	          /s/ William G. Manias
 

Name: William G. Manias
	 	 
	 

	 	 	 	 	 	Title: 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: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TEPPCO MIDSTREAM COMPANIES, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TEPPCO GP, Inc.,

its sole Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	          /s/ William G. Manias
 

Name: William G. Manias
	 	 
	 

	 	 	 	 	 	Title: 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: Chief Financial Officer	 	 






SIGNATURE PAGE TO GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT




 









 








EXHIBIT G




TERM NOTE




	 	 	 
	$                     

	 	                    , 20___






     FOR VALUE RECEIVED, TEPPCO PARTNERS, L.P., a Delaware limited partnership (the “Maker”),
promises to pay to the order of                                                              (the “Payee”), at the office of the
Administrative Agent, the principal amount of $                    , together with interest on the
unpaid amounts thereof from time to time outstanding.



     This note is a “Term Note” under the Amended and Restated Credit Agreement, dated as of
October 21, 2004 (as renewed, extended, amended, supplemented or restated prior to or after the
date hereof, the “Credit Agreement”), among the Maker, the Payee, certain other Lenders from time
to time, and SunTrust Bank, as the Administrative Agent for the Lenders. All of the terms defined
in the Credit Agreement have the same meanings when used, unless otherwise defined, in this note.



     This note incorporates by reference the principal and interest payment terms in the Credit
Agreement for this note, including, without limitation, the Final Maturity Date for this note.
Principal and interest are payable to the holder of this note by payment to the Administrative
Agent at its offices at 303 Peachtree Street, N.E., 10th Floor, Atlanta, Georgia 30308 or at any
other address of which the Administrative Agent may notify the Maker in writing.



     This note also incorporates by reference all other provisions in the Credit Agreement
applicable to this note including provisions for disbursement of principal, applicable interest
rates before and after certain Events of Default, voluntary and mandatory prepayments, acceleration
of maturity, exercise of Rights, payment of attorney’s fees, courts costs and other costs of
collection, certain waivers by the Maker and other obligors, assurances and security, choice of New
York and United States federal law, usury savings and other matters applicable to the Credit
Documents under the Credit Agreement.



 









 





     This note, together with the other Term Notes issued pursuant to the Credit Agreement, is
being delivered by the Maker and accepted by the Payee to evidence the Term Borrowings held by such
Payee after giving effect to the Maker’s exercise of the Term-Out option pursuant to Section 2.8 of
the Credit Agreement with respect to the outstanding Revolver Borrowings of the date of this Note
(the “Revolver Obligations”), but not as payment of such Revolver Obligations or as a novation with
respect thereto.



	 	 	 	 	 	 	 	 	 
	 	 	TEPPCO PARTNERS, L.P., as the Maker	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC, as General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	By:	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:	 	 	 
	 

	 	 	 	 	Title:	 	 	 







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