CONTRIBUTION, ASSIGNMENT AND AMENDMENT AGREEMENT
THIS CONTRIBUTION, ASSIGNMENT AND AMENDMENT AGREEMENT, dated as of July 26, 2001,
is entered into by and among TEPPCO Partners, L.P., a Delaware limited partnership (the "MLP"); TE Products
Pipeline Company, Limited Partnership, a Delaware limited partnership ("TE Products"); TCTM, L.P., a
Delaware limited partnership ("TCTM"); Texas Eastern Product Pipeline Company, LLC, a Delaware limited
liability company ("TEPPCO"); and TEPPCO GP, Inc., a Delaware corporation ("GP Inc."). TE Products and
TCTM are sometimes referred to herein collectively as the "OLPs" and individually as an "OLP."
WHEREAS, each of the MLP and the OLPs were formed under the Delaware Revised Uniform Limited
Partnership Act (the "Delaware Act") and TEPPCO acts as sole general partner of each of the MLP and the
WHEREAS, TEPPCO owns a 1.00% general partner interest in the MLP and a 1.0101% general partner
interest in each of the OLPs;
WHEREAS, the Board of Directors of TEPPCO has determined that it would be in the best interests of
TEPPCO and the MLP to contribute TEPPCO's interests in each of the OLPs to the MLP and GP Inc., and to
cause GP Inc. to become a wholly-owned corporate subsidiary of the MLP;
WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, prior to the date hereof,
TEPPCO has formed GP Inc. and contributed $1,000 in exchange for all of the capital stock in GP Inc.;
NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the parties to this
Agreement undertake and agree as follows:
1.1 Definitions. In addition to the capitalized terms defined in the opening paragraph of this Agreement, the
following capitalized terms shall have the meanings given below.
"Additional OLP Limited Partner Interests" has the meaning set forth in Section 2.2.
"Agreement" means this Contribution, Assignment and Amendment Agreement.
"Delaware Act" has the m