<PAGE>
                                                                   EXHIBIT 10.35



                            AMENDMENT AND RESTATEMENT

         AMENDMENT AND RESTATEMENT, dated as of November 13, 2001 (this
"AMENDMENT AND RESTATEMENT"), to that certain CREDIT AGREEMENT, dated as of
April 6, 2001 (the "EXISTING AGREEMENT", and as amended by this Amendment and
Restatement, the "AMENDED AND RESTATED AGREEMENT"), among TEPPCO PARTNERS, L.P.,
a Delaware limited partnership (the "BORROWER"), the lenders party thereto and
SunTrust Bank, as administrative agent for the lenders party thereto and as
issuer of letters of credit (the "AGENT").

                              PRELIMINARY STATEMENT

         The Borrower, certain lenders and the Agent previously entered into the
Existing Agreement. The Borrower and the other parties hereto (the "LENDERS")
now wish to amend the Existing Agreement in its entirety to read as set forth in
the Existing Agreement with the amendments set forth below. The parties
therefore agree as follows (capitalized terms used but not defined herein having
the meanings assigned to such terms in the Existing Agreement):

         SECTION 1. AMENDMENTS TO EXISTING AGREEMENT. The Existing Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended as follows:

                  (a) Schedule 2 is hereby amended in its entirety to read as
         set forth in Exhibit A attached hereto.

                  (b) Paragraph (ii) of Section 3.2(c) is amended in its
         entirety to read as follows:

                  "The Borrower shall promptly notify the Administrative Agent
         upon the receipt of Net Cash Proceeds of any Asset Disposition or
         Recovery Event and, at any time that such Net Cash Proceeds received
         and not previously applied to any prepayment pursuant to this Section
         3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay
         Borrowings, together with payment of any Funding Losses in an aggregate
         amount equal to 100% (without duplication) of such Net Cash Proceeds to
         the Borrowings."

         SECTION 2. CONDITIONS OF EFFECTIVENESS OF AMENDMENT AND RESTATEMENT.
Section 1 of this Amendment and Restatement shall become effective as of the
date first set forth above when each of the following conditions shall have been
fulfilled:

                  (i) all of the Lenders and the Borrower shall have executed
         and delivered to the Agent a counterpart of this Amendment and
         Restatement;

                  (ii) all of the Guarantors shall have executed and delivered
         the consent to this Amendment and Restatement in substantially the form
         of Exhibit B attached hereto;
<PAGE>
                                                                               2


                  (iii) the representations and warranties set forth in Section
         3 hereof shall be true and correct on and as of the date of
         effectiveness of this Amendment and Restatement as though made on and
         as of such date; and

                  (iv) the Borrower shall have delivered an opinion of counsel
         in form reasonably acceptable to the Agent.

         SECTION 3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants that (a) the representations and warranties contained in Article VII of
the Amended and Restated Agreement (with each reference therein to (i) "this
Agreement", "hereunder" and words of like import referring to the Existing
Agreement being deemed to be a reference to this Amendment and Restatement and
the Amended and Restated Agreement and (ii) "Credit Documents", "thereunder" and
words of like import being deemed to include this Amendment and Restatement and
the Amended and Restated Agreement) are true and correct on and as of the date
hereof as though made on and as of such date, and (b) no event has occurred and
is continuing, or would result from the execution and delivery of this Amendment
and Restatement, that constitutes an Event of Default.

         SECTION 4. EFFECT ON THE CREDIT AGREEMENT. Except as specifically
amended above, the Existing 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 and Restatement shall not, except
as expressly provided herein, operate as a waiver of any right, power or remedy
of the Lenders under the Existing Agreement, nor constitute a waiver of any
provision of the Existing Agreement.

         SECTION 5. COSTS AND EXPENSES. The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution
and delivery of this Amendment and Restatement, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Agent with
respect thereto, and all 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 and
Restatement. In addition, the Borrower agrees to pay any and all stamp and other
taxes payable or determined to be payable in connection with the execution and
delivery of this Amendment and Restatement, and the other instruments and
documents to be delivered hereunder, and agree to save the Lenders and the Agent
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes.

         SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment and Restatement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, 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 7. GOVERNING LAW. This Amendment and Restatement shall be
governed by, and construed in accordance with, the internal laws of the State of
New York.



<PAGE>
                                                                             S-1


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement 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/ CHARLES H. LEONARD
                                             -----------------------------------
                                                Name:  Charles H. Leonard
                                                Title: SVP, CFO & Treasurer



                                       SUNTRUST BANK, as Administrative Agent,
                                       LC Issuing Bank and Lender


                                       By  /s/ STEVE NEWBY
                                          --------------------------------------
                                            Name:  Steve Newby
                                            Title: Vice President



              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                             S-2


                                       UBS AG, STAMFORD BRANCH



                                       By  /s/ WILFRED V. SAINT
                                          --------------------------------------
                                          Name:  Wilfred V. Saint
                                          Title: Associate Director
                                                 Banking Products
                                                 Services, US





                                       By /s/  ANTHONY N. JOSEPH
                                          --------------------------------------
                                          Name:  Anthony N. Joseph
                                          Title: Associate Director
                                                 Banking Products Services, US




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                             S-3


                                       BANK ONE, NA



                                       By  /s/  THOMAS OKAMOTO
                                          --------------------------------------
                                          Name:  Thomas Okamoto
                                          Title: Vice President




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                             S-4


                                       FIRST UNION NATIONAL BANK



                                       By  /s/ RUSSELL T. CLINGMAN
                                          --------------------------------------
                                          Name:  Russell T. Clingman
                                          Title: Vice President





              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                             S-5


                                       THE BANK OF NEW YORK



                                       By  /s/ PETER W. KELLER
                                          --------------------------------------
                                          Name:  Peter W. Keller
                                          Title: Vice President




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                             S-6


                                       ROYAL BANK OF CANADA



                                       By  /s/ DAVID A. McCLUSKEY
                                          --------------------------------------
                                          Name:  David A. McCluskey
                                          Title: Manager




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                             S-7


                                       CREDIT LYONNAIS NEW YORK BRANCH



                                       By  /s/ BERNARD WEYMULLER
                                          --------------------------------------
                                          Name:  Bernard Weymuller
                                          Title: Senior Vice President




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                             S-8


                                       WESTDEUTSCHE LANDESBANK
                                       GIROZENTRALE, NEW YORK BRANCH



                                       By  /s/ JEFFREY S. DAVIDSON
                                          --------------------------------------
                                          Name:  Jeffrey S. Davidson
                                          Title: Associate Director






                                       By  /s/ PAUL VERDI
                                          --------------------------------------
                                          Name:  Paul Verdi
                                          Title: Manager




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                             S-9


                                       INTENTIONALLY OMITTED




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                            S-10

                                       KBC BANK N.V.



                                       By  /s/ JEAN-PIERRE DIELS
                                          --------------------------------------
                                          Name:  Jean-Pierre Diels
                                          Title: First Vice President






                                       By  /s/ ERIC RASKIN
                                          --------------------------------------
                                          Name:  Eric Raskin
                                          Title: Vice President




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                            S-11


                                       BANK OF AMERICA, NATIONAL ASSOCIATION



                                       By  /s/ RONALD E. McKAIG
                                          --------------------------------------
                                          Name:   Ronald E. McKaig
                                          Title:  Managing Director




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                            S-12


                                       THE INDUSTRIAL BANK OF JAPAN, LIMITED



                                       By /s/ JAMES W. MASTERS
                                         ---------------------------------------
                                         Name:  James W. Masters
                                         Title: Senior Vice President
                                                and Manager




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                            S-13


                                       INTENTIONALLY OMITTED




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                            S-14


                                       INTENTIONALLY OMITTED




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                                                            S-15


                                       NATEXIS BANQUES POPULAIRES



                                       By  /s/ LOUIS P. LAVILLE, III
                                          --------------------------------------
                                       Name:  Louis P. Laville, III
                                       Title: Vice President and Group Manager





                                       By  /s/ DANIEL PAYER
                                          --------------------------------------
                                       Name:  Daniel Payer
                                       Title: Vice President




              SIGNATURE PAGE TO 364-DAY AMENDMENT AND RESTATEMENT
<PAGE>
                                    EXHIBIT A

                                   SCHEDULE 2

                             LENDERS AND COMMITMENTS

LENDER                                                      COMMITMENT

SunTrust Bank                                               $24,285,714.11
303 Peachtree St. N.E.
3rd Floor
Atlanta, GA  30308
Attn:    Steven J. Newby
         Vice President
Phone:   404-658-4916
Fax:     404-827-6270

Bank One, NA                                                $21,428,571.45
Mail Code IL1-0363
1 Bank One Plaza
Chicago, IL  60670
Attn:    Michele Cellini
         Assistant Vice President
Phone:   312-732-2651
Fax:     312-732-3055

First Union National Bank                                   $21,428,571.45
1001 Fannin Street, Suite 2255
Houston, TX  77002-6709
Attn:    Russell T. Clingman
         Vice President, Energy Investment Banking
Phone:   713-346-2716
Fax:     713-650-1071

UBS AG, Stamford Branch                                     $20,000,000.31
677 Washington Boulevard
Stamford, CT  06901
Attn:    Dorothy L. McKinley
         Director
Phone:   203-719-3158
Fax:     203-719-3092


<PAGE>
                                                                               2


The Bank of New York                                        $14,285,714.30
Oil & Gas Division
One Wall Street
New York, NY  10286
Attn:    Peter W. Keller
         Vice President
Phone:   212-635-7861
Fax:     212-635-7923

Credit Lyonnais New York Branch                             $14,285,714.30
1301 Avenue of the Americas
New York, NY  10019-6022
Attn:    Philippe Soustra
         Executive Vice President
Phone:   212-261-7000
Fax:     212-459-3170

Royal Bank of Canada                                        $14,285,714.30
(Royal Bank Financial Group)
Global Bank - Debt Products
2800 Post Oak Blvd.
Houston, TX  77056
Attn:    David McCluskey
         Manager
Phone:   713-403-5666
Fax:     713-403-5624

Westdeutsche Landesbank Gironzentrale, New York Branch      $11,428,571.44
1211 Avenue of the Americas
New York, NY  10036
Attn:    Duncan M. Robertson
         Director, Credit Department
Phone:   212-852-6107
Fax:     212-852-6148

Bank of America, National Association                       $7,142,857.15
Energy & Power - Houston
333 Clay Street, Suite 4550
Houston, TX  77002
Attn:    Mike Dillon
         Managing Director
Phone:   713-651-4903
Fax:     713-651-4904


<PAGE>
                                                                               3


KBC Bank N.V                                                $7,142,857.15
New York Branch
125 West 55th Street
New York, NY  10019
Attn:    Patrick A. Janssens
         Vice President
Phone:   212-541-0714
Fax:     212-541-0784

The Industrial Bank of Japan, Limited                       $4,285,714.29
Corporate Finance Division #1
191 Peachtree St., N.E., Suite 3825
Atlanta, GA  30303-1757
Attn:    William D. LaDuca
         Vice President
Phone:   404-524-8770 ext. 105
Fax:     404-524-8509

Natexis Banque Populaires                                   $4,285,714.00
333 Clay Street, Suite 4340
Houston, TX  77002
Attn:    Parker Laville
         Vice President and Group Manager
Phone:   713-759-9401
Fax:     713-759-9908

TOTAL COMMITMENTS                                           $164,285,714.25




<PAGE>
                                    EXHIBIT B

                                 FORM OF CONSENT


                          Dated as of November 13, 2001



         The undersigned, [NAME OF GUARANTOR] (the "COMPANY"), as guarantor
under the Guaranty, dated as of April 6, 2001, made by the Company to SunTrust
Bank, as administrative agent (the "ADMINISTRATIVE AGENT") for the lenders (the
"LENDERS") party to the 364-Day Credit Agreement, dated as of April 6, 2001, as
amended as of September 28, 2001 (as amended, the "CREDIT AGREEMENT"), among
TEPPCO Partners, L.P. (the "BORROWER"), the Lenders and the Administrative
Agent, hereby consents to the amendment and restatement of the Credit Agreement
by the Amendment and Restatement, dated as of November 13, 2001 (the "AMENDMENT
AND RESTATEMENT"), among the Borrower, the Lenders signatories thereto and the
Administrative Agent, and hereby confirms and agrees that (i) the Guaranty is,
and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects except that, upon the effectiveness of, and on and
after the date of, the Amendment and Restatement, each reference in the Guaranty
to the "Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement, as amended by the Amendment and Restatement and (ii) the Guaranty is,
and shall continue to, be an unconditional and irrevocable guaranty of all of
the Obligations (as defined in the Guaranty).

                               [NAME OF GUARANTOR]


                               By
                                  -------------------------------------
                                    Name:
                                    Title: