AGREEMENT AND PLAN OF MERGER

Exhibit 2.2

Execution Copy

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

Execution Copy

TABLE OF CONTENTS

          AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2009 (this “ Agreement ”), by and among Enterprise Products Partners L.P., a Delaware limited partnership (“ Enterprise ”), Enterprise Products GP, LLC, a Delaware limited liability company and the general partner of Enterprise (“ Enterprise GP ”), Enterprise Sub A LLC, a Delaware limited liability company and a wholly-owned subsidiary of Enterprise (“ Enterprise Sub A ”, and collectively with Enterprise and Enterprise GP, the “ Enterprise Entities ” and each an “ Enterprise Entity ”), TEPPCO Partners, L.P., a Delaware limited partnership (“ TEPPCO ”), and Texas Eastern Products Pipeline Company, LLC, a Delaware limited liability company that is the general partner of TEPPCO (“ TEPPCO GP ”, and collectively with TEPPCO the “ TEPPCO Entities ” and each a “ TEPPCO Entity ”).

W I T N E S S E T H:

          WHEREAS, the Enterprise Entities and the TEPPCO Entities desire that Enterprise, TEPPCO GP and TEPPCO combine their businesses on the terms and conditions set forth in this Agreement; and

          WHEREAS, simultaneously with, and as a condition to, the execution hereof, Enterprise GP Holdings L.P. (“ GP Holdings ”), Duncan Family Interests, Inc. (“ DFI ”) and certain of their respective Affiliates are executing a support agreement substantially in the form attached as Exhibit A to the TEPPCO Merger Agreement (as defined below) (the “ Support Agreement ”); and

          WHEREAS, simultaneously with, and as a condition to, the execution hereof, Enterprise, Enterprise GP, Enterprise Sub B LLC, a Delaware limited liability company and wholly owned subsidiary of Enterprise (“ Enterprise Sub B ”), TEPPCO and TEPPCO GP are entering into an Agreement and Plan of Merger (the “ TEPPCO Merger Agreement ”) pursuant to which Enterprise Sub B will merge with and into TEPPCO (the “ TEPPCO Merger ”).

          NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

          As used in this Agreement, the following terms shall have the respective meanings set forth below:

          “ Additional Enterprise GP Interest ” has the meaning given such term in Section 3.1(a).

          “ Additional Limited Partner ” has the meaning given such term in the Enterprise Partnership Agreement.

          “ Affiliate ” has the meaning given such term in Rule 12b-2 under the Exchange Act, unless otherwise expressly stated herein.

          “ Agreement ” has the meaning set forth in the preamble.

          “ beneficial ownership ” or “ beneficially own ” has the meaning ascribed to such terms under Section 13(d) of the Exchange Act and the rules and regulations thereunder.

          “ Business Day ” means any day on which banks are not required or authorized to close in the City of New York.

          “ Certificate of Merger ” has the meaning set forth in Section 2.2.

          “ Closing ” has the meaning set forth in Section 2.4.

          “ Closing Date ” has the meaning set forth in Section 2.4.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Confidentiality Agreement ” means the amended and restated Confidentiality Agreement dated February 23, 2009, between TEPPCO, TEPPCO GP, Enterprise and Enterprise GP.

          “ Deemed Capital Contribution ” has the meaning set forth in Section 3.1.

          “ Designated TEPPCO Unit Consideration ” has the meaning set forth in the TEPPCO Merger Agreement.

          “ DFI ” has the meaning set forth in the recitals.

          “ DOJ ” means the Antitrust Division of the U.S. Department of Justice.

          “ DRULPA ” has the meaning set forth in Section 2.2.

          “ Effective Times ” has the meaning set forth in Section 2.2.

          “ Encumbrances ” has the meaning set forth in Section 4.1(b).

          “ Enterprise ” has the meaning set forth in the preamble.

          “ Enterprise Amendment ” means Amendment No. 4 to the Enterprise Partnership Agreement, substantially in the form attached as Exhibit B to the TEPPCO Merger Agreement.

          “ Enterprise Class B Unit ” has the meaning given to the term “Class B Unit” in the Enterprise Amendment.

          “ Enterprise Entities Organizational Documents ” means the Enterprise Partnership Agreement, the Enterprise GP LLC Agreement and the limited liability company agreement of Enterprise Sub A.

          “ Enterprise Entity ” or “ Enterprise Entities ” has the meaning set forth in the preamble.

          “ Enterprise GP ” has the meaning set forth in the preamble.

          “ Enterprise GP Disclosure Schedule ” has the meaning set forth in Section 4.2.

          “ Enterprise GP LLC Agreement ” means the Fifth Amended and Restated Limited Liability Company Agreement of Enterprise GP, dated November 7, 2007, as amended by the First Amendment dated November 6, 2008, as may be amended from time to time.

          “ Enterprise Incentive Distribution Rights ” means the rights to “Incentive Distributions” as defined in the Enterprise Partnership Agreement.

          “ Enterprise Partially Owned Entities ” means Partially Owned Entities of the Enterprise Entities.

          “ Enterprise Partnership Agreement ” means the Fifth Amended and Restated Agreement of Limited Partnership of Enterprise, dated August 8, 2005, as amended by the First Amendment dated as of December 27, 2007, the Second Amendment dated April 14, 2008 and the Third Amendment dated November 6, 2008, as may be amended from time to time.

          “ Enterprise SEC Documents ” means the Enterprise 2008 10-K and all other reports, registration statements, definitive proxy statements or information statements filed by Enterprise or any of the Enterprise Subsidiaries subsequent to December 31, 2008, including, but not limited to, items incorporated by reference into such reports, registration statements, definitive proxy statements or information statements under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in the form filed prior to the date hereof.

          “ Enterprise Special Committee ” means the Audit, Conflicts and Governance Committee of the Board of Directors of Enterprise GP.

          “ Enterprise Sub A ” has the meaning set forth in the preamble.

          “ Enterprise Sub B ” has the meaning set forth in the recitals.

          “ Enterprise Subsidiary ” means a Subsidiary of Enterprise or Enterprise GP.

          “ Enterprise 2008 10-K ” means Enterprise’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC.

          “ Enterprise Unit ” has the meaning given to the term “Common Unit” in the Enterprise Partnership Agreement.

          “ EPCO ” means EPCO, Inc.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Expenses ” means all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party and its Affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation,

negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including the preparation, printing, filing and mailing of the Proxy Statement/Prospectus and the Form S-4 and the solicitation of stockholder, member and/or limited partner approvals and all other matters related to the transactions contemplated hereby and thereby.

          “ Form S-4 ” has the meaning set forth in Section 4.1(d).

          “ Governmental Entity ” means any (a) multinational, supranational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, taxing, expropriation, importing or other governmental or quasi-governmental authority under, or for the account of, any of the foregoing.

          “ GP Holdings ” has the meaning set forth in the recitals.

          “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

          “ Knowledge ” or “ Known ” means, with respect to any entity, the knowledge of such entity’s (or its general partner’s) executive officers after reasonable inquiry.

          “ LLC Act ” has the meaning set forth in Section 2.2.

          “ Material Adverse Effect ” means, with respect to any entity or group of entities, a material adverse effect on (a) the business, operations, results of operations or financial condition of such entity or entities and its or their Subsidiaries taken as a whole or (b) the ability of such entity or entities to timely consummate the transactions contemplated by this Agreement, except, in each case, to the extent such effect is reasonably attributable to (i) general political and economic conditions (including changes in commodity prices, prevailing interest rate and stock market levels), (ii) any decrease in the market price for the entity’s publicly traded securities (but not for any effect underlying such decrease that would otherwise constitute a Material Adverse Effect), (iii) the general state of the industries in which such entity operates, except to the extent such entity or entities are substantially disproportionately affected relative to other industry participants, (iv) any outbreak of hostilities, terrorism or war, other than any terrorist or similar act directed at or directly impacting the business or assets of such entity or any of its Subsidiaries, (v) the announcement of this Agreement or the TEPPCO Merger Agreement or the proposed consummation of the TEPPCO Merger and the TEPPCO GP Merger, (vi) changes in laws, except to the extent such entity or entities are substantially disproportionately affected relative to other industry participants, (vii) changes in accounting principles, or (viii) any claims, causes of action or other litigation challenging this Agreement or the transactions contemplated hereby.

          “ Mergers ” means the TEPPCO Merger and the TEPPCO GP Merger.

          “ Necessary Consents ” has the meaning set forth in Section 4.1(d).

          “ NYSE ” means the New York Stock Exchange.

          “ Other Approvals ” has the meaning set forth in Section 4.1(d).

          “ Other Party ” means, with respect to the Enterprise Entities, the TEPPCO Entities, and with respect to the TEPPCO Entities, the Enterprise Entities.

          “ Partially Owned Entity ” means, with respect to a specified Person, any other Person (excluding Jonah Gas Gathering Company) that is not a Subsidiary of such specified Person but in which such specified Person, directly or indirectly, owns 35% or more of the equity interests thereof (whether voting or non-voting and including beneficial interests).

          “ Person ” means an individual, corporation, limited liability company, partnership, association, trust, estate, Governmental Entity, unincorporated organization or association, other entity or group (as defined in the Exchange Act).

          “ Proxy Statement/Prospectus ” has the meaning set forth in Section 4.1(d).

          “ Regulatory Law ” means the HSR Act, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate (a) mergers, acquisitions or other business combinations, (b) foreign investment, or (c) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

          “ Required Approvals ” all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the TEPPCO GP Merger or the TEPPCO Merger or any of the other transactions contemplated by this Agreement.

          “ SEC ” means the U.S. Securities and Exchange Commission.

          “ Securities Act ” means the Securities Act of 1933, as amended.

          “ Subsidiary ” means, with respect to a specified Person, any other Person (excluding Jonah Gas Gathering Company) (a) that is a subsidiary of such specified Person as defined in Rule 405 of the Rules and Regulations under the Securities Act or (b) of which such specified Person or any of its Subsidiaries owns beneficially more than 50% of the equity interests.

          “ Surviving Entity ” has the meaning set forth in Section 2.1.

          “ Tax ” or “ Taxes ” means any and all taxes, assessments, fees and other governmental charges imposed by any Governmental Entity, including, income, profits, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental (including taxes under section 59A of the Code), stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, fuel, excess profits, occupational, premium, windfall profit, severance,

estimated, or other charge of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

          “ Tax Return ” means any return, report or similar statement (including any attached schedules thereto and any amendments thereof) required to be filed with respect to any Tax, including any information return, claim for refund, amended return or declaration of estimated Tax.

          “ Termination Date ” means December 31, 2009.

          “ TEPPCO ” has the meaning set forth in the preamble.

          “ TEPPCO Consideration ” has the meaning set forth in the TEPPCO Merger Agreement.

          “ TEPPCO Effective Time ” has the meaning set forth in Section 2.2.

          “ TEPPCO Entities ” or “ TEPPCO Entity ” has the meaning set forth in the preamble.

          “ TEPPCO Entities Organizational Documents ” means the TEPPCO Partnership Agreement, the TEPPCO certificate of limited partnership, the TEPPCO GP LLC Agreement and the TEPPCO GP certificate of formation.

          “ TEPPCO GP ” has the meaning set forth in the preamble.

          “ TEPPCO GP Consideration ” has the meaning set forth in Section 3.1(a).

          “ TEPPCO GP Disclosure Schedule ” has the meaning set forth in Section 4.1.

          “ TEPPCO GP Effective Time ” has the meaning set forth in Section 2.2.

          “ TEPPCO GP LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of TEPPCO GP, dated effective May 7, 2007, as amended by the First Amendment dated as of November 6, 2008.

          “ TEPPCO GP Member ” means the sole member of TEPPCO GP.

          “ TEPPCO GP Member Interests ” means the limited liability company interests of TEPPCO GP.

          “ TEPPCO GP Merger ” has the meaning set forth in Section 2.1.

          “ TEPPCO Incentive Distribution Rights ” means the rights to receive increasing distributions of “Available Cash” from “Cash from Operations” (as such terms are defined in the TEPPCO Partnership Agreement) above specified levels pursuant to Section 5.4 of the TEPPCO Partnership Agreement.

          “ TEPPCO Merger ” has the meaning set forth in the recitals.

          “ TEPPCO Merger Agreement ” has the meaning set forth in the recitals.

          “ TEPPCO Partially Owned Entities ” means Partially Owned Entities of TEPPCO.

          “ TEPPCO Partnership Agreement ” means the Fourth Amended and Restated Agreement of Limited Partnership of TEPPCO, dated December 8, 2006, as amended by the First Amendment dated as of December 27, 2007 and Amendment No. 2 dated as of November 6, 2008.

          “ TEPPCO SEC Documents ” means the TEPPCO 2008 10-K and all other reports, registration statements, definitive proxy statements or information statements filed by TEPPCO or any of the TEPPCO Subsidiaries subsequent to December 31, 2008, including, but not limited to, items incorporated by reference into such reports, registration statements, definitive proxy statements or information statements under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in the form filed prior to the date hereof.

          “ TEPPCO Special Committee ” means a special committee of the Audit, Conflicts and Governance Committee of the Board of Directors of TEPPCO GP.

          “ TEPPCO Subsidiary ” means a Subsidiary of either of the TEPPCO Entities.

          “ TEPPCO 2008 10-K ” means TEPPCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC.

          “ TEPPCO Unit ” has the meaning given the term “LP Unit” in the TEPPCO Partnership Agreement.

          “ TEPPCO Unit Plan ” means the employee and director unit plans of EPCO or TEPPCO that provide for awards of, or related to, TEPPCO Units.

          “ TEPPCO Unitholder Approvals ” has the meaning given such term in the TEPPCO Merger Agreement.

          “ TEPPCO Unitholders ” means the holders of the TEPPCO Units.

          “ Termination Date ” has the meaning set forth in Section 7.1(b)

          “ Unaffiliated TEPPCO Unitholders ” means all of the TEPPCO Unitholders other than TEPPCO GP, Enterprise, Enterprise GP, EPCO, Dan L. Duncan, DD Securities LLC, DFI GP Holdings, L.P., GP Holdings, DFI, Duncan Family 2000 Trust, Jerry E. Thompson, Richard S. Snell, Michael B. Bracy, Murray H. Hutchison, W. Randall Fowler, Michael A. Creel and Richard H. Bachmann.

          “ Unit Consideration ” has the meaning set forth in Section 3.1(a)

          “ Voting Debt ” means any bonds, debentures, notes or other indebtedness having the right to vote on any matters on which holders of capital stock or members or partners of the same issuer may vote.

ARTICLE 2

THE MERGER

     2.1 The Merger . Upon the terms and subject to the terms and conditions hereof, immediately prior to the TEPPCO Effective Time, at the TEPPCO GP Effective Time, Enterprise Sub A shall be merged with and into TEPPCO GP (the “ TEPPCO GP Merger ”) in accordance with the provisions of this Agreement, with TEPPCO GP as the surviving entity in the TEPPCO GP Merger (the “ Surviving Entity ”), and the separate existence of Enterprise Sub A shall thereupon cease.

     2.2 Effective Time of the Merger . The TEPPCO GP Merger shall become effective as set forth in (or, if not set forth, at the time of filing of) a properly executed certificate of merger, in accordance with the Delaware Limited Liability Company Act (the “ LLC Act ”), duly filed with the Secretary of State of the State of Delaware (the “ Certificate of Merger ”), which filing shall be made on the Closing Date. As used in this Agreement, the term “ TEPPCO GP Effective Tim e” shall mean the date and time when the TEPPCO GP Merger becomes effective, as set forth in (or, if not set forth, at the time of filing of) the Certificate of Merger, the term “ TEPPCO Effective Time ” shall mean the date and time when the TEPPCO Merger becomes effective as set forth in (or, if not set forth, at the time of filing of) the certificate of merger with respect to the TEPPCO Merger in accordance with the Delaware Revised Uniform Limited Partnership Act (the “ DRULPA ”) and the LLC Act, and the term “ Effective Times ” shall mean the TEPPCO GP Effective Time and the TEPPCO Effective Time.

     2.3 Effects of the Merger . The TEPPCO GP Merger shall have the effects set forth in this Agreement, the TEPPCO GP LLC Agreement and the applicable provisions of the LLC Act.

     2.4 Closing . Upon the terms and subject to the conditions set forth in Article 6 and the termination rights set forth in Article 7, the closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002 at 10:00 A.M. on the date that is the second full NYSE trading day to occur after the date following the satisfaction or waiver (subject to applicable law) of the conditions (excluding conditions that, by their nature, cannot be satisfied until the Closing Date) set forth in Article 6, unless this Agreement has been theretofore terminated pursuant to its terms or unless another place, time or date is agreed to in writing by the parties hereto (the date of the Closing being referred to herein as the “ Closing Date ”).

     2.5 LLC Agreement . At the TEPPCO GP Effective Time, the limited liability company agreement of the Surviving Entity shall be the TEPPCO GP LLC Agreement as of the TEPPCO GP Effective Time until thereafter changed or amended as provided therein or under applicable law.

ARTICLE 3

CONVERSION OF SECURITIES

     3.1 Effect of the Merger on Equity Securities

          (a) At the TEPPCO GP Effective Time, by virtue of the TEPPCO GP Merger and without any action on the part of any holder of TEPPCO GP Member Interests, subject to Section 3.1(b), all TEPPCO GP Member Interests issued and outstanding immediately prior to the TEPPCO GP Effective Time shall be converted into the right to receive aggregate consideration issued by Enterprise consisting of (1) 1,331,681 Enterprise Units (the “ Unit Consideration ”) and (2) a deemed contribution and increase in the capital account in Enterprise of Enterprise GP, the general partner of Enterprise and a wholly owned subsidiary of the TEPPCO GP Member, by an amount equal to the Additional Enterprise GP Interest (the “ Deemed Capital Contribution ” and, together with the Unit Consideration, the “ TEPPCO GP Consideration ”). “ Additional Enterprise GP Interest ” means the dollar amount, equal to 2/98ths of the aggregate fair market value of the Enterprise Units and Enterprise Class B Units issued in the Mergers as TEPPCO Consideration, Designated TEPPCO Unit Consideration and Unit Consideration, necessary to fund the capital contribution required to maintain Enterprise GP’s 2.0% Enterprise general partner interest. The TEPPCO GP Member Interests converted into the right to receive the TEPPCO GP Consideration pursuant to this Section 3.1(a) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and the TEPPCO GP Member shall thereafter cease to be a member of TEPPCO GP or have any rights with respect to the TEPPCO GP Member Interests, except the right (i) to be admitted as an Additional Limited Partner under the Enterprise Partnership Agreement and receive the Unit Consideration and (ii) to have Enterprise GP receive the Deemed Capital Contribution, in each case in accordance with this Article 3. Upon such exchange of the TEPPCO GP Member Interests and the recording of the name of the TEPPCO GP Member as a limited partner of Enterprise on the books and records of Enterprise, the TEPPCO GP Member shall automatically and effective as of the TEPPCO GP Effective Time be admitted to Enterprise as an Additional Limited Partner and be bound by the Enterprise Partnership Agreement as such. By its exchange of the TEPPCO GP Member Interests or by its acceptance of Enterprise Units, the TEPPCO GP Member confirms its agreement to be bound by all of the terms and conditions of the Enterprise Partnership Agreement, including the power of attorney granted in Section 2.6 thereof.

          (b) If, between the date of this Agreement and the TEPPCO GP Effective Time, there is a reclassification, recapitalization, split, split-up, unit distribution, combination or exchange of units with respect to, or rights issued in respect of, Enterprise Units, the Unit Consideration shall be adjusted accordingly to provide to the TEPPCO GP Member the same economic effect as contemplated by this Agreement prior to such event.

          (c) At the TEPPCO GP Effective Time, by virtue of the TEPPCO GP Merger and without any action on the part of the Enterprise Entities, all limited liability company interests in Enterprise Sub A issued and outstanding immediately prior to the TEPPCO GP Effective Time shall be converted into 100% of the limited liability company interests in the Surviving Entity, and, if permitted in the TEPPCO LLC Agreement, TEPPCO GP shall issue to Enterprise, as the holder of such limited liability company interests, a certificate evidencing such

limited liability company interests in the Surviving Entity. Enterprise agrees that at the TEPPCO GP Effective Time, Enterprise shall be automatically bound by the TEPPCO GP LLC Agreement, and Enterprise shall be admitted to the Surviving Entity as the sole member of the Surviving Entity immediately upon the TEPPCO GP Effective Time. At the TEPPCO GP Effective Time, the books and records of the Surviving Entity shall be revised to reflect the admission of Enterprise as the sole member of TEPPCO GP and the simultaneous withdrawal of any other members of TEPPCO GP, and TEPPCO GP shall automatically continue without dissolution.

     3.2 No Further Ownership Rights in TEPPCO GP Member Interests . All TEPPCO GP Consideration issued upon conversion of TEPPCO GP Member Interests, in accordance with the terms of this Article 3 shall be deemed to have been issued in full satisfaction of all rights pertaining to the TEPPCO GP Member Interests.

     3.3 Further Assurances . At and after the TEPPCO GP Effective Time, the officers and directors of the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of the Surviving Entity or TEPPCO, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Surviving Entity, any other actions and things necessary to vest, perfect or confirm of record or otherwise in the Surviving Entity any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the TEPPCO GP Merger.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties of TEPPCO and TEPPCO GP . Except as disclosed in a section of TEPPCO GP’s disclosure schedule delivered to the Enterprise Entities concurrently herewith (the “ TEPPCO GP Disclosure Schedule ”) corresponding to the subsection of this Section 4.1 to which such disclosure applies ( provided that the disclosure in any paragraph of the TEPPCO GP Disclosure Schedule shall qualify other paragraphs in this Section 4.1 only to the extent it is reasonably apparent from a reading of such disclosure that it also qualifies or applies to such other paragraphs), or as disclosed in the TEPPCO SEC Documents filed prior to the date hereof to the extent such disclosure on its face appears to constitute information that would reasonably be deemed a qualification or exception to the following representations and warranties, with respect to each of the following under this Section 4.1, TEPPCO GP, and with respect to Section 4.1(h) only, TEPPCO, represents and warrants to the Enterprise Entities as follows:

          (a) Organization. TEPPCO GP is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. TEPPCO is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. TEPPCO GP has the requisite limited liability company power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets

owned or leased by it makes such licensing or qualification necessary, except where the failure to have such power or authority or to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the TEPPCO Entities and the TEPPCO Subsidiaries, taken as a whole. True and complete copies of the TEPPCO Entities Organizational Documents, as in effect as of the date of this Agreement, have previously been made available to the Enterprise Entities by the TEPPCO Entities.

          (b) Capitalization . TEPPCO GP is the sole general partner of TEPPCO. TEPPCO GP is the beneficial owner and the sole record owner of the TEPPCO general partner interest and TEPPCO Incentive Distribution Rights, and such TEPPCO general partner interest and TEPPCO Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable laws and the TEPPCO Partnership Agreement. TEPPCO GP owns such general partner interest and TEPPCO Incentive Distribution Rights free and clear of any liens, pledges, charges, encumbrances, restrictions and security interests whatsoever (“ Encumbrances ”), except pursuant to the TEPPCO Entities Organizational Documents. TEPPCO GP has no Voting