EXECUTION COUNTERPART

CREDIT AGREEMENT

among

TEPPCO PARTNERS, L.P.,
as Borrower,

SUNTRUST BANK,
as Administrative Agent and LC Issuing Bank

and

THE LENDERS PARTY HERETO,
as Lenders

dated as of June 27, 2003

$550,000,000 Revolving Facility

SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS,
a division of SunTrust Capital Markets, Inc.,
as Sole Lead Arranger

WACHOVIA BANK, NATIONAL ASSOCIATION
and
BANK ONE, NA
as Co-Syndication Agents

BNP PARIBAS
and
KEY BANK, N.A.,
as Co-Documentation Agents

TABLE OF CONTENTS

CREDIT AGREEMENT

     THIS CREDIT AGREEMENT (this Agreement) is entered into as of June 27, 2003, among TEPPCO PARTNERS, L.P., a Delaware limited partnership (the Borrower), the Lenders (defined below), SUNTRUST BANK (SunTrust), as the Administrative Agent for the Lenders and as the issuer of Letters of Credit (defined below) (the LC Issuing Bank), Wachovia Bank, National Association and Bank One, NA as Co-Syndication Agents (the Co-Syndication Agents) and BNP Paribas and Key Bank, N.A. as Co-Documentation Agents (the Co-Documentation Agents).

     The Borrower has requested that the Lenders extend to the Borrower a revolving credit facility not to exceed at any time outstanding $550,000,000 (as that amount may be increased, reduced or cancelled pursuant to this Agreement) to be used by the Borrower as provided in Section 7.1.

     ACCORDINGLY, for adequate and sufficient consideration, the Borrower, the Lenders, the LC Issuing Bank, the Administrative Agent, the Co-Syndication Agents, and the Co-Documentation Agents agree as follows:

ARTICLE I
DEFINITIONS AND TERMS

     SECTION 1.1. Definitions.

     As used in the Credit Documents:

	Acquisition by any Person means any transaction or series of transactions on or after the date hereof pursuant to which that Person directly or indirectly, whether in the form of a capital expenditure, an Investment, a merger, a consolidation or otherwise and whether through a solicitation of tender of Equity Interests, one or more negotiated block, market, private or other transactions, or any combination of the foregoing, purchases (a) all or substantially all of the business or assets of any other Person or operating division or business unit of any other Person, or (b) more than 25% of the Equity Interests in any other Person.
	Additional Debt means Funded Debt issued or incurred by any Company after the date hereof, other than Funded Debt under this Agreement and Funded Debt (a) that is Permitted Non-Recourse Debt of any Person used for the purposes described in clause (i) of the definition of Permitted Non-Recourse Debt or (b) the proceeds of which are used to refinance the Senior Notes, provided that the principal amount of the refinancing shall not exceed the sum of (i) the principal amount of, and accrued interest on, the Senior Notes so refinanced and (ii) reasonable fees and expenses and the premium, if any, incurred in connection with any such refinancing.
	Administrative Agent means, at any time, SunTrust Bank (or its successor appointed under Section 13.1), acting as administrative agent for the Lenders under the Credit Documents.

	Affiliate of a Person means any other individual or entity that directly or indirectly controls, is controlled by or is under common control with that Person. For purposes of this definition, (a) control, controlled by and under common control with mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or other interests, by contract or otherwise), and (b) the General Partner and all of the Companies are Affiliates with each other.
	Agreement is defined in the preamble to this Agreement.
	Applicable Margin means, for any LIBOR Rate Borrowing, (i) on any date the Consolidated Funded Debt to Pro Forma EBITDA ratio of the Borrower is less than or equal to 4.5:1.0, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 or Level 5, opposite the LIBOR Rate, and (ii) on any date the Consolidated Funded Debt to Pro Forma EBITDA ratio of the Borrower is greater than 4.5:1.0, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 or Level 5, opposite the Leveraged LIBOR Rate.

	The Applicable Margin will be based upon the Level corresponding to the Reference Rating, and the corresponding Consolidated Funded Debt to Pro Forma EBITDA ratio, in each case in effect at the time of determination. For any LIBOR Rate Borrowing, the Applicable Margin will be based upon the Level corresponding to the Reference Rating, and the corresponding Consolidated Funded Debt to Pro Forma EBITDA ratio, in each case in effect on the initial day of the Interest Period for such Borrowing.
	Assignee is defined in Section 14.10(d).
	Assignment is defined in Section 14.10(d).
	Base Rate means, for any day, the greater of (a) the annual interest rate most recently announced by the Administrative Agent as its prime lending rate (which may not necessarily represent the lowest or best rate actually charged to any customer, as the Administrative Agent may make commercial loans or other loans at interest rates higher or lower than that prime lending rate) in effect at its principal office in Atlanta, Georgia,

2

which rate may automatically increase or decrease without notice to the Borrower or any other Person, and (b) the sum of the Fed Funds Rate plus 0.5%.

 

	Base Rate Borrowing means a Borrowing bearing interest at the Base Rate.
	Borrower is defined in the preamble to this Agreement.
	Borrowing means any amount disbursed to or on behalf of the Borrower by one or more Lenders under Section 2.1 pursuant to the procedures specified in Section 2.2, either as an original disbursement of funds, a renewal, extension or continuation of an amount outstanding.

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