LOAN AGREEMENT

This LOAN AGREEMENT (this “ Agreement ”) is made as of August 5, 2009 (the “ Effective Date ”), between ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company, with principal offices at 1100 Louisiana Street, Suite 1000, Houston, Texas 77002 (“ Lender ”), and TEPPCO PARTNERS, L.P., a Delaware limited partnership with principal offices at 1100 Louisiana Street, Suite 1600, Houston, Texas 77002 (“ Borrower ”).  Each capitalized term used but not otherwise defined in this Agreement shall have the meaning given to such term in Exhibit A hereto.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows:

1. Commitment . Subject to the terms and conditions set forth herein, Lender agrees to make available to Borrower funds in an aggregate maximum outstanding principal amount of $100,000,000.00 (the “Commitment Amount” ).

2 . Loan . Subject to the provisions of this Agreement, upon the receipt of a Request for Borrowing (as defined in Section 6 ), Lender agrees to make a revolving loan (the “ Loan ”) to Borrower in an aggregate maximum outstanding principal amount not to exceed the Commitment Amount. Each amount drawn under the Loan ( “Borrowings” ), and each repayment of Borrowings, will be in a minimum principal amount of $25,000,000.00 and in whole increments of $25,000,000.00 in excess thereof.

3. Repayment of the Loan . Borrower promises to pay the outstanding principal balance of the Loan, together with interest accrued and outstanding thereon and any other sums due hereunder, on the earliest to occur of (a) the consummation of the merger of Borrower with a subsidiary of Enterprise Products Partners L.P., a Delaware limited partnership (“ EPD ”), pursuant to the Merger Agreement, (b) the termination of the Merger Agreement in accordance with the provisions thereof, (c) December 31, 2009 (the “ Maturity Date ”), (d) the date upon which the maturity of the Loan may have been accelerated pursuant to Section 13 , or (e) the date upon which the commitment of Lender hereunder may have been terminated pursuant to Section 14 .

4. Guaranty. As a condition precedent to any drawing under the Loan, Borrower shall cause each Significant Subsidiary (as defined in the Credit Agreement), other than any Excluded Subsidiary (as defined in the Credit Agreement) of Borrower, whether now existing or in the future formed or acquired as permitted by the Credit Agreement (each, a “ Guarantor ”), to unconditionally and irrevocably guarantee to Lender:

(a) the due and punctual payment in full (and not merely the collection) of the principal of any and all Borrowings, and any and all interest thereon, in each case, when due and payable, all according to the provisions of this Agreement; and

(b) the due and punctual payment in full (and not merely the collection) of all other sums and charges which may at any time be due and payable in accordance with the

7. Fees .   Borrower agrees to pay Lender all fees as calculated below:

(a) Closing Fee . Upon execution of this Agreement on the Effective Date, Borrower agrees to pay Lender a fee in immediately available funds in an amount equal to (i) the Commitment Amount, multiplied by (ii) 0.25%.

(b) Fee on Undrawn Portion of Commitment Amount . Borrower agrees to pay Lender a fee equal to (i) the amount of any undrawn portion of the Commitment Amount (i.e., the Commitment Amount minus the aggregate principal amount of any and all outstanding Borrowings), multiplied by (ii) 0.50% per annum (on the basis of a 365 day year), for each day commencing on the Effective Date and ending upon the earlier of, and including, the Maturity Date or the date that Lender’s commitment under this Agreement is terminated in accordance with Section 13 or Section 14 . Fees payable in accordance with this Section 7 will be due on each Payment Date.

(c) All fees payable herein shall be paid on the dates due, and shall not be refundable under any circumstances.

8. Interest . Borrower shall pay interest on the unpaid principal amount of the Loan outstanding from the Effective Date until the principal amount shall be paid in full, at a rate per annum at all times during each Interest Period equal to the Interest Rate for such Interest Period, payable in arrears on each Payment Date; provided that, in the event of any repayment or prepayment of the Loan, accrued interest on the principal amount

repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest payable hereunder shall be calculated on the basis of a year of 360 days.

9. Interest Period . For the purposes of this Agreement, “ Interest Period ” means (a) the period commencing on the Effective Date and ending on, but not including, September 1, 2009 and (b) thereafter, each subsequent period commencing on the last day of the next preceding Interest Period and ending on, but not including, the first Business Day of the next succeeding calendar month; provided , that, in the case of any Interest Period that commences before the Maturity Date, and would otherwise end on a date occurring after the Maturity Date, such Interest Period shall end on the Maturity Date.

10. Interest Rate. For the period commencing on the Effective Date and ending on (but not including) September 1, 2009, interest on outstanding Borrowings shall be assessed at a floating rate of interest equivalent to the one-month LIBOR Rate plus 2.00% (the “ Interest Rate ”). The LIBOR Rate shall be set for each Interest Period as provided in the definition of the term “LIBOR Rate” set forth in Exhibit A hereto.

Notwithstanding the foregoing provisions of this Section 10 or any other provision of this Agreement, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of New York at such time.

11. Borrower’s Representations and Warranties . Borrower represents and warrants to Lender that:

(a) each of Borrower and the Guarantors (i) has been duly formed and is validly existing in good standing under the laws of its jurisdiction of organization and (ii) is qualified to do business as a foreign entity in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would be reasonably expected to have a material adverse effect on Borrower and its subsidiaries, taken as a whole; and

(b) this Agreement has been duly authorized, executed and delivered by Borrower and constitutes the valid and binding agreement of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by BankruptcyLaws and general principles of equity.

12. Conditions of Lending . The obligation of Lender to fund any Borrowing hereunder is subject to the conditions precedent that, on and as of the date of funding of such Borrowing:

(a) each of the representations and warranties set forth in Section 11 is true and accurate;

(b) no event has occurred and is continuing (or would result from the proposed Borrowing) that constitutes a Potential Default or Event of Default under this Agreement or under the Credit Agreement;

(c) Borrower has caused each Guarantor to issue a Guaranty in accordance with Section 4 ; and

(d) no additional amounts are available to Borrower pursuant to the Credit Agreement either as Borrowings (as defined in the Credit Agreement) or under any Letters of Credit (as defined in the Credit Agreement).

13. Events of Default . If one or more of the following events of default (each an “ Event of Default ”) shall occur and be continuing:

(a) Borrower shall default in any payment of principal of the Loan when and as the payment shall become due and payable, or Borrower shall default in any payment of interest as required herein, or in the payment of any fees or other amounts as required herein, when the same shall become due and payable, and such default shall continue for a period of three (3) Business Days;

(b) Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of its property, (ii) admit in writing of its inability to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under any Bankruptcy Law, (v) file a petition seeking to take advantage of any other law providing for similar relief of debtors, or (vi) consent or acquiesce in writing to any petition duly filed against it in any involuntary case under any Bankruptcy Law;

(c) a proceeding or case shall be commenced, without the application or consent of Borrower in any court of competent jurisdiction seeking (i) its liquidation, reorganization, dissolution or winding up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of its assets, or (iii) similar relief in respect of it, under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days (or such longer period, so long as Borrower shall be taking such action in good faith as shall be reasonably necessary to obtain the timely dismissal or stay of such proceeding or case); or an order for relief shall be entered in an involuntary case under any applicable Bankruptcy Law, against Borrower;

(d) a Change of Control shall occur; or

(e) any Event of Default (as defined in the Credit Agreement) shall occur; then (and in each and every such case) Lender, by notice in writing to Borrower, may terminate the commitment of Lender hereunder and/or declare the unpaid balance of the Loan and any other amounts payable hereunder to be forthwith due and payable, and thereupon such balance shall become so due and payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived; provided that in the case of Section 13(b) and Section 13(c) above, the commitments of Lender hereunder shall

automatically terminate and the Loan and any other amounts payable hereunder shall forthwith be due and payable.

14. Termination of Lender’s Commitment at Election of Borrower.   Borrower may, at any time upon three Business Days’ prior written notice to Lender, terminate Lender’s commitment to make the Loan under this Agreement; provided , that upon any such termination, any unpaid balance of the Loan and any other amounts payable hereunder shall become immediately due and payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived.

15. Waivers; Amendments . No failure or delay by Lender to exercise any right or power shall operate as a waiver thereof, nor shall any partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise of such right or power. No waiver of any right or power of Lender in this Agreement shall be effective unless given in writing signed by Lender. This Agreement may not be amended or modified except by a writing signed by the parties.

16. Expenses of Enforcement . Borrower shall reimburse Lender on demand for any fees or other expenses of Lender in connection with the enforcement of this Agreement and the collection of the Loan and any other amounts due Lender hereunder. Borrower agrees, to the fullest extent permitted by law, to indemnify and hold harmless Lender and each of its directors, officers, employees and agents (each an “ Indemnified Party ”) from and against any and all claims, damages, liabilities and expenses (including without limitation fees and disbursements of counsel) arising out of or in connection with any investigation, litigation or proceeding (whether or not any Indemnified Party is a party) arising out of, related to or in connection with this Agreement, the Loan or any transaction in which any proceeds of all or any part of the Loan made hereunder are applied, provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence, unlawful conduct or willful misconduct of such Indemnified Party.

17. Successors and Assigns . This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. Borrower may not assign this Agreement or delegate any of its duties hereunder without the express written consent of Lender.

18. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

19. Headings; Section References . Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. Unless otherwise specified, references to Sections in this Agreement are to Sections of this Agreement.

20. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

21. Entire Agreement . This instrument and any other loan documents executed in connection herewith constitute the entire Agreement between Lender and Borrower and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

22. Notices . All notices under this Agreement shall be in writing and mailed, hand delivered or faxed and confirmed to the respective parties as follows:

If to Lender:

Enterprise Products Operating LLC

1100 Louisiana, Suite 1000

Houston, TX 77002

Facsimile:  (713) 381-8200

Attention:  Stephanie C. Hildebrandt, Vice President and Assistant Corporate Secretary

If to Borrower:

TEPPCO Partners, L.P.

1100 Louisiana, Suite 1600

Houston, TX 77002

Facsimile:  (713) 381-3957

Attention :  Patricia A. Totten, Vice President, General Counsel and Secretary

Any party hereto may change its address for receipt of communications by giving written notice to the other party in accordance with this Section 22 .

23. No Third Party Beneficiaries . The agreement of Lender to make the Loan to Borrower on the terms and conditions set forth in this Agreement is solely for the benefit of Borrower and no other person has any rights hereunder against Lender or with respect to the extension of credit contemplated hereby.

24. Special Exculpation . No claim may be made by Borrower or any other person against Lender, its directors, officers, employees, attorneys or agents of any of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or relating to this Agreement or any other financing document or the transactions contemplated hereby or thereby, or any act, omission or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

25. Waiver of Jury Trial . Each of Borrower and Lender hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal

proceeding arising out of or relating to this Agreement