0001104659-06-044998 Sample Contracts

Underwriting Agreement
Teppco Partners Lp • June 30th, 2006 • Wholesale-petroleum bulk stations & terminals • New York

Agreement, other than (i) Units disposed of as bona fide gifts, (ii) transfers to any trust for the direct or indirect benefit of each person or the immediate family; provided that it shall be a condition to any such gift or transfer that the transferee/donee agrees to be bound by the terms of the lock-up letter agreement to the same extent as if the transferee/donee were a party hereto, and (iii) the filing or participation in the filing of a registration statement with the Commission in respect of Units or securities convertible into or exercisable or exchangeable for Units under any employee unit option plan, employee unit ownership plan or other employee benefit plan or distribution reinvestment plan.

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