0000950129-08-004783 Sample Contracts

TEPPCO PARTNERS, L.P. 8,000,000 Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • September 9th, 2008 • Teppco Partners Lp • Natural gas transmission • New York

In furtherance of the foregoing, the Partnership and its Transfer Agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

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AGREEMENT OF LIMITED PARTNERSHIP OF TEPPCO UNIT L.P. Dated as of September 4, 2008
Limited Partnership Agreement • September 9th, 2008 • Teppco Partners Lp • Natural gas transmission • Delaware

This Agreement of Limited Partnership (this “Agreement”) of TEPPCO Unit L.P., a Delaware limited partnership (the “Partnership”), is made and entered into effective as of September 4, 2008 by and among the Partners (as defined below).

TEPPCO Partners, L.P. 241,380 Units Representing Limited Partner Interests Unit Purchase Agreement
Unit Purchase Agreement • September 9th, 2008 • Teppco Partners Lp • Natural gas transmission • Texas

This is to confirm the agreement among the TEPPCO Parties and the Employee Partnership concerning the purchase of the Units from the Partnership by the Employee Partnership.

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