0000950129-07-003861 Sample Contracts

COMPANY AGREEMENT OF TEPPCO MIDSTREAM COMPANIES, LLC
Company Agreement • August 8th, 2007 • Teppco Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas

This Company Agreement (this “Agreement”) of TEPPCO Midstream Companies, LLC, a Texas limited liability company (the “Company”), is hereby adopted by TEPPCO GP, Inc., a Delaware corporation (“TEPPCO GP”), and TEPPCO Partners, L.P., a Delaware limited partnership (the “MLP”), to be effective June 30, 2007, in accordance with the Texas Limited Liability Company Law, part of the Texas Business Organizations Code, as amended (the “TLLCL”), to govern the affairs of the Company and the conduct of its business.

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ASSIGNMENT, ASSUMPTION AND AMENDMENT NO. 2 TO GUARANTY AGREEMENT
Guaranty Agreement • August 8th, 2007 • Teppco Partners Lp • Wholesale-petroleum bulk stations & terminals • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT NO. 2 TO GUARANTY AGREEMENT (this “Amendment”) is made as of May 21, 2007 by and among TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP, a Delaware limited partnership (“TEPPCO”), MARATHON PETROLEUM COMPANY LLC, a Delaware limited liability company formerly known as Marathon Ashland Petroleum LLC (“MAP”), and MARATHON OIL CORPORATION, a Delaware corporation (“MARATHON”).

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • August 8th, 2007 • Teppco Partners Lp • Wholesale-petroleum bulk stations & terminals • New York

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”) is made and entered into effective as of June 29, 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”).

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