Waiver of Conflicts Policies under Third Amended and Restated Administrative Services Agreement by EPCO, Inc., Enterprise GP Holdings, and Affiliates
This waiver agreement, effective February 13, 2006, is between EPCO, Inc., Enterprise GP Holdings, L.P., Enterprise Products Partners L.P., TEPPCO Partners, L.P., and their related entities. It temporarily suspends certain conflict-of-interest rules in their Administrative Services Agreement, allowing specific individuals to serve as directors or committee members on multiple boards within the group, even if they are not independent. The waiver specifically names six individuals and is signed by authorized officers of the involved companies.
Exhibit 10.56
WAIVER OF PROVISIONS OF THE
CONFLICTS POLICIES AND PROCEDURES OF THE
THIRD AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
Effective as of February 13, 2006, each of the undersigned hereby waive the provisions of the Conflicts Policies and Procedures to the Third Amended and Restated Administrative Services Agreement dated August 15, 2005, to the extent that they prohibit or restrict (i) a majority of the members of the boards of directors any of Texas Eastern Products Pipeline Company, LLC, EPE Holdings, LLC and Enterprise Products GP, LLC (the “Affected Entities”) being non-independent directors or (ii) any person from serving as a director of more than one of the boards of directors of the Affected Entities, with respect to the election, whether prior to, on or after the date hereof, as a director of, and/or a member (including a chairman) of a committee of the boards of directors of, more than one of the Affected Entities, of Richard S. Snell, Dan L. Duncan, Robert G. Phillips, Michael A. Creel, W. Randall Fowler and/or Richard H. Bachmann.
IN WITNESS WHEREOF, the undersigned have caused this waiver to be duly executed by their respective authorized officers as of February 24, 2006, to be effective as of February 13, 2006.
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| EPCO, INC. (formerly known as Enterprise | ||
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| By: | /s/ RICHARD H. BACHMANN |
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| Richard H. Bachmann | |
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| Executive Vice President and | |
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| Chief Legal Officer | |
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| ENTERPRISE GP HOLDINGS L.P. | ||
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| EPE HOLDINGS, LLC, | ||
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| Individually and as Sole General Partner of | ||
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| Enterprise GP Holdings L.P. | ||
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| By: | /s/ W. RANDALL FOWLER |
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| W. Randall Fowler | |
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| Senior Vice President and | |
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| Chief Financial Officer | |
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| ENTERPRISE PRODUCTS PARTNERS L.P. | ||
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| ENTERPRISE PRODUCTS OPERATING L.P. | ||
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| ENTERPRISE PRODUCTS GP, LLC, | ||
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| Individually and as Sole General Partner of | ||
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| Enterprise Products Partners L.P., and | ||
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| ENTERPRISE PRODUCTS OLPGP, INC., | ||
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| Individually and as Sole General Partner of | ||
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| Enterprise Products Operating L.P. | ||
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| By: | /s/ W. RANDALL FOWLER |
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| W. Randall Fowler | |
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| Senior Vice President and Treasurer | |
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| TEPPCO PARTNERS, L.P. | ||
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| TEXAS EASTERN PRODUCTS PIPELINE | ||
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| Individually and as Sole General Partner of | ||
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| By: | /s/ WILLIAM G. MANIAS |
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| William G. Manias | |
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| Vice President and Chief Financial Officer | |
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| TE PRODUCTS PIPELINE COMPANY, | ||
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| TEPPCO MIDSTREAM COMPANIES, L.P. | ||
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| TCTM, L.P. | ||
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| TEPPCO GP, Inc., | ||
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| Individually and as Sole General Partner of | ||
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| By: | /s/ WILLIAM G. MANIAS |
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| William G. Manias | |
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| Vice President and Chief Financial Officer | |
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