**Exhibit10.56**

 

**WAIVER OFPROVISIONS OF THE**

**CONFLICTS POLICIESAND PROCEDURES OF THETHIRD AMENDED AND RESTATEDADMINISTRATIVE SERVICES AGREEMENT**

 

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

 

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IN WITNESS WHEREOF, the undersigned have caused this waiver to be dulyexecuted 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* |

 

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|   | **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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