• Section 4.06 - Compliance Certificate

• Section 4.08 - Existence

• Section 4.09 - Maintenance of Properties

• Section 4.10 - Payment of Taxes and Other Claims

• Section 4.12 - Limitation on Sale-Leaseback Transactions

• Section 4.13 - Limitation on Liens

• Section 4.14 - Additional Subsidiary Guarantors

• Section 10.01 - Consolidations and Mergers of the Partnership

• Section 10.02 - Rights and Duties of Successor Partnership

In addition, clause (h) (cross-default of other indebtedness) of
Section 6.01 (Events of Default) was deleted.
The TEPPCO Subordinated Notes Supplemental Indenture deleted all of the sections or provisions listed below under the indenture dated as of May 14, 2007, as amended and supplemented, among TEPPCO, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A. (successor in name to The Bank of New York Trust Company, N.A.) (the "2007 TEPPCO Indenture") for any subordinated notes issued pursuant to the 2007 TEPPCO Indenture:
• Section 4.05 - SEC Reports; Financial Statements (except for the last sentence of Section 4.05(a))

• Section 4.06 - Compliance Certificate

• Section 4.08 - Existence

• Section 4.09 - Maintenance of Properties

• Section 4.10 - Payment of Taxes and Other Claims

• Section 4.12 - Additional Subsidiary Guarantors

• Section 5.1 - Restricted Payments

• Section 10.01 - Consolidations and Mergers of the Partnership

• Section 10.02 - Rights and Duties of Successor Partnership

On October 27, 2009, the unexchanged aggregate principal amount issued and outstanding with respect to each series of TEPPCO Notes is:

                                                         Principal Amount
                                                     Outstanding as of October
   Series of TEPPCO Notes                                    27, 2009

   7.625% Senior Notes due February 2012            $                 9,533,000
   6.125% Senior Notes due February 2013            $                17,440,000
   5.90% Senior Notes due April 2013                $                12,400,000
   6.65% Senior Notes due April 2018                $                   310,000
   7.55% Senior Notes due April 2038                $                   425,000

   Total Senior Notes                               $                40,108,000

   7.000% Junior Subordinated Notes due June 2067   $                14,241,000

   Total TEPPCO Notes                               $                54,349,000

The foregoing descriptions of the TEPPCO Senior Notes Supplemental Indenture and TEPPCO Subordinated Notes Supplemental Indenture are qualified in their entirety by reference to the full text of these indentures, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Form 8-K and are incorporated herein by reference.
Item 1.02 Termination of Material Definitive Agreement.
In connection with the consummation of the merger of TEPPCO with a subsidiary of Enterprise Products Partners L.P., a Delaware limited partnership (NYSE: EPD) ("Enterprise"), described below in Item 2.01, on October 26, 2009, the Loan Agreement, dated August 5, 2009, by and between Enterprise Products Operating LLC ("EPO"), as Lender, and TEPPCO, as Borrower, has been terminated. No borrowings were outstanding under this loan agreement as of October 26, 2009. Item 2.01. Completion of Acquisition or Disposition of Assets. MLP Merger Agreement
On October 26, 2009, Enterprise Sub B LLC, a Delaware limited liability company and a wholly owned subsidiary of Enterprise ("Merger Sub B"), merged with and into TEPPCO, with TEPPCO surviving the merger as a wholly owned subsidiary of Enterprise (the "MLP Merger"), pursuant to the Agreement and Plan of Merger, dated as of June 28, 2009 (the "MLP Merger Agreement"), by and among Enterprise, Enterprise Products GP, LLC, a Delaware limited liability company and the general partner of Enterprise ("EPD GP"), Merger Sub B, TEPPCO and Texas Eastern Products Pipeline Company, LLC, a Delaware limited liability company and the general partner of TEPPCO ("TEPPCO GP").
Prior to the GP Merger (as defined below), TEPPCO GP was a direct, wholly owned subsidiary of Enterprise GP Holdings L.P. (NYSE: EPE) ("EPE").

Under the terms of the MLP Merger Agreement, all outstanding TEPPCO units, other than 3,645,509 TEPPCO units (the "Designated Units") owned by an affiliate of EPCO, Inc. ("EPCO"), a private company controlled by Dan L. Duncan, were cancelled and converted into the right to receive Enterprise common units based on an exchange rate of 1.24 Enterprise common units per TEPPCO unit. The Designated Units were converted, based on the 1.24 exchange rate, into the right to receive 4,520,431 Enterprise Class B Units (the "Class B Units"). The Class B Units are not entitled to regular quarterly cash distributions of Enterprise for the first sixteen quarters following the closing of the MLP Merger. The Class B Units will convert automatically into Enterprise common units on the date immediately following the payment date for the sixteenth distribution following the closing of the MLP Merger. No fractional Enterprise common units will be issued in the MLP Merger, and TEPPCO unitholders will, instead, receive cash in lieu of fractional Enterprise common units, if any. GP Merger Agreement
On October 26, 2009, in connection with the MLP Merger, Enterprise Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of Enterprise ("Merger Sub A"), was merged with and into TEPPCO GP, with TEPPCO GP surviving the merger as a wholly owned subsidiary of Enterprise (the "GP Merger," and, together with the MLP Merger, the "Mergers") pursuant to an Agreement and Plan of Merger, dated as of June 28, 2009 (the "GP Merger Agreement"), by and among Enterprise, EPD GP, Merger Sub A, TEPPCO and TEPPCO GP.
Under the terms of the GP Merger Agreement, EPE, the prior owner of 100% of the limited liability company interests in TEPPCO GP, received 1,331,681 Enterprise common units and an increase in the capital account of EPD GP to maintain EPD GP's 2% general partner interest in Enterprise. EPD GP is a wholly owned subsidiary of EPE.
The foregoing descriptions of the MLP Merger Agreement and the GP Merger Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and incorporated herein by reference.
Item 3.03 Material Modification to the Rights of Security Holders.
The information included in Item 1.01 and the information included under the heading "MLP Merger Agreement" under Item 2.01 of this Form 8-K is incorporated by reference into this Item 3.03 in its entirety. Item 5.03. Amendment to Articles of Incorporation or Bylaws.
In connection with the closing of the Mergers and the exchange offers and the contribution of all of the member interests of TEPPCO GP from Enterprise to EPO, effective October 27, 2009, immediately after giving effect to the consummation of the exchange offers, the limited liability company agreement of TEPPCO GP was amended and restated in its entirety as the Second Amended and Restated Limited Liability Company Agreement of TEPPCO GP, dated as of October 27, 2009 (the "Restated TEPPCO GP LLC Agreement").
In addition, on October 27, 2009, in connection with the closing of the Mergers and the exchange offers and the contribution of all of the limited partner interests of TEPPCO from Enterprise to EPO, TEPPCO GP (as the sole general partner of TEPPCO) and EPO (as the sole limited partner of TEPPCO), entered into the Fifth Amended and Restated Agreement of Limited Partnership, dated as of October 27, 2009 (the "Restated TEPPCO Partnership Agreement"). The Restated TEPPCO Partnership Agreement eliminated the incentive distribution rights of the general partner and provided for the general partner's 2% general partner interest and the limited partner's 98% limited partner interest. The Restated TEPPCO Partnership Agreement also simplified provisions relating to other matters, including conflicts of interest, special approval and rights of limited partners previously included as customary terms for a publicly traded limited partnership.
Copies of the Restated TEPPCO GP LLC Agreement and the Restated TEPPCO Partnership Agreement are also filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-K and are incorporated herein by reference. Item 7.01 Other Events.
On October 26, 2009, TEPPCO and Enterprise issued a joint press release relating to the closing of the Mergers and the results of the exchange offers on that date, which was the expiration date for the exchange offers. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 in this report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liability of that section, unless TEPPCO specifically states that the information is considered

"filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.   Description

2.1           Agreement and Plan of Merger, dated as of June 28, 2009, by and among
              Enterprise Products Partners L.P., Enterprise Products GP, LLC,
              Enterprise Sub B LLC, TEPPCO Partners, L.P. and Texas Eastern Products
              Pipeline Company, LLC. (Filed as Exhibit 2.1 to the Current Report on
              Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on
              June 29, 2009 and incorporated herein by reference).
2.2           Agreement and Plan of Merger, dated as of June 28, 2009, by and among
              Enterprise Products Partners L.P., Enterprise Products GP, LLC,
              Enterprise Sub A LLC, TEPPCO Partners, L.P. and Texas Eastern Products
              Pipeline Company, LLC. (Filed as Exhibit 2.2 to the Current Report on
              Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on
              June 29, 2009 and incorporated herein by reference).
3.1*          Second Amended and Restated Limited Liability Company Agreement of Texas
              Eastern Products Pipeline Company, LLC dated as of October 27, 2009.
3.2*          Fifth Amended and Restated Agreement of Limited Partnership of TEPPCO
              Partners, L.P. dated as of October 27, 2009.
4.1*          Eighth Supplemental Indenture, dated as of October 27, 2009, among
              TEPPCO Partners, L.P., TE Products Pipeline Company, LLC, TCTM, L.P.,
              TEPPCO Midstream Companies, LLC, Val Verde Gas Gathering Company, L.P.,
              as the Subsidiary Guarantors, and U.S. Bank National Association,
              successor to Wachovia Bank, National Association and First Union
              National Bank, as trustee.
4.2*          Third Supplemental Indenture, dated as of October 27, 2009, among TEPPCO
              Partners, L.P., TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO
              Midstream Companies, LLC, Val Verde Gas Gathering Company, L.P., as the
              Subsidiary Guarantors, and The Bank of New York Mellon Trust Company,
              N.A., as trustee.
99.1*         Joint Press Release dated October 26, 2009.

* Filed with this Form 8-K.