RESPECTIVE COMPANY, AND EXCEPT FOR
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VIOLATIONS THAT INDIVIDUALLY OR COLLECTIVELY ARE NOT A MATERIAL ADVERSE EVENT,
DO NOT VIOLATE ANY PROVISION OF LEGAL REQUIREMENT APPLICABLE TO ANY RESPECTIVE
COMPANY OR ANY MATERIAL AGREEMENT TO WHICH ANY RESPECTIVE COMPANY IS A PARTY,
(C) UPON EXECUTION AND DELIVERY OF THIS AMENDMENT, THE SWINGLINE NOTE AND THE
REAFFIRMATION OF GUARANTORS 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 13.
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 14.
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 15.
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 16.
CHANGE IN CO-DOCUMENTATION AGENTS.
THE PARTIES ACKNOWLEDGE THAT,
FROM AND AFTER THE EFFECTIVE DATE OF THIS AMENDMENT, THE ROYAL BANK OF SCOTLAND
PLC SHALL BE ONE OF THE CO-DOCUMENTATION AGENTS DESIGNATED FOR PURPOSES OF THE
CREDIT AGREEMENT, AND KEYBANK, NATIONAL ASSOCIATION, SHALL CEASE TO BE SO
DESIGNATED AS A CO-DOCUMENTATION AGENT FOR PURPOSES OF THE CREDIT AGREEMENT.
SECTION 17.
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