AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
TEPPCO MIDSTREAM COMPANIES, L.P.
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEPPCO
MIDSTREAM COMPANIES, L.P., dated as of February 27, 2007 is entered into by and between TEPPCO
GP, Inc., a Delaware corporation, as the General Partner (as defined below) and TEPPCO Partners, L.P., a
Delaware limited partnership (“TEPPCO”), as the Limited Partner (as defined below).
WHEREAS, the General Partner and the Limited Partner entered into the Agreement of Limited Partnership
of TEPPCO Midstream Companies, L.P. dated as of September 24, 2001 (the “Previous Partnership
WHEREAS, on December 8, 2006, the agreement of limited partnership of TEPPCO, which is the Limited
Partner and the sole stockholder of the General Partner, was amended and restated, among other things, to
delete therefrom provisions requiring approval of the unitholders of TEPPCO to amend the partnership
agreement of the Partnership under specified circumstances, such provisions serving no meaningful purpose once
the General Partner became a wholly-owned subsidiary of TEPPCO; and
WHEREAS, the General Partner and the Limited Partner desire to amend and restate the Previous
Partnership Agreement in its entirety to make such changes as they have deemed appropriate in light of matters
described in the foregoing recitals;
NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the
General Partner and the Limited Partner do hereby amend and restate the Previous Partnership Agreement in its
entirety as follows:
The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the
terms used in this Agreement.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by or is under common control with, the Person in question. As