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Exhibit 3.3
 THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 OF
 EPE HOLDINGS, LLC
A Delaware Limited Liability Company




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THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
EPE HOLDINGS, LLC
A Delaware Limited Liability Company
 Table of Contents
 PageARTICLE 1 DEFINITIONS
    
    
    11.01 Definitions
    
    
    11.02 Construction
    
    
    1ARTICLE 2 ORGANIZATION
    
    
    12.01 Formation
    
    
    12.02 Name
    
    
    22.03 Registered Office; Registered Agent; Principal Office; Other Offices
    
    
    22.04 Purpose
    
    
    22.05 Term
    
    
    22.06 No State-Law Partnership; Withdrawal
    
    
    22.07 Certain Undertakings Relating to the Separateness of EPE
    
    
    2ARTICLE 3 MATTERS RELATING TO MEMBERS
    
    
    33.01 Members
    
    
    33.02 Creation of Additional Membership Interest
    
    
    33.03 Liability to Third Parties
    
    
    4ARTICLE 4 CAPITAL CONTRIBUTIONS
    
    
    44.01 Capital Contributions
    
    
    44.02 Loans
    
    
    44.03 Return of Contributions
    
    
    4ARTICLE 5 DISTRIBUTIONS AND ALLOCATIONS
    
    
    45.01 Distributions
    
    
    4ARTICLE 6 MANAGEMENT
    
    
    46.01 Management
    
    
    46.02 Board of Directors
    
    
    66.03 Officers
    
    
    86.04 Duties of Officers and Directors
    
    
    96.05 Compensation
    
    
    10
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Page6.06 Indemnification
    
    
    106.07 Liability of Indemnitees
    
    
    11ARTICLE 7 TAX MATTERS
    
    
    117.01 Tax Returns
    
    
    11ARTICLE 8 BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
    
    
    128.01 Maintenance of Books
    
    
    128.02 Reports
    
    
    128.03 Bank Accounts
    
    
    128.04 Tax Statements
    
    
    12ARTICLE 9 [RESERVED]
    
    
    12ARTICLE 10 [RESERVED]
    
    
    12ARTICLE 11 DISSOLUTION, WINDING-UP AND TERMINATION
    
    
    1211.01 Dissolution
    
    
    1211.02 Winding-Up and Termination
    
    
    13ARTICLE 12 MERGER
    
    
    1312.01 Authority
    
    
    1312.02 Procedure for Merger or Consolidation
    
    
    1412.03 Approval by Members of Merger or Consolidation
    
    
    1412.04 Certificate of Merger or Consolidation
    
    
    1412.05 Effect of Merger or Consolidation
    
    
    15ARTICLE 13 GENERAL PROVISIONS
    
    
    1513.01 Notices
    
    
    1513.02 Entire Agreement; Supersedure
    
    
    1513.03 Effect of Waiver or Consent
    
    
    1513.04 Amendment or Restatement
    
    
    1613.05 Binding Effect
    
    
    1613.06 Governing Law; Severability
    
    
    1613.07 [Reserved]
    
    
    1613.08 Further Assurances
    
    
    1613.09 [Reserved]
    
    
    1613.10 Offset
    
    
    1613.11 Counterparts
    
    
    16
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THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
EPE HOLDINGS, LLC
 Agreement Company Effective Date DDLLC
 RECITALS
  Existing Agreement
  AGREEMENTS
  ARTICLE 1
DEFINITIONS
 1.01 Definitions
 1.02 Construction
 ARTICLE 2
ORGANIZATION
 2.01 Formation Organizational Certificate




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2.02 Name
 2.03 Registered Office; Registered Agent; Principal Office; Other Offices
 2.04 Purpose. provided however
 2.05 Term.
 2.06 No State-Law Partnership; Withdrawal provided however
 2.07 Certain Undertakings Relating to the Separateness of EPE.
 Separateness Generally
 Separate Records
 2




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Separate Assets
 Separate Name
 Separate Credit
 Separate Formalities
 No Effect
 ARTICLE 3
MATTERS RELATING TO MEMBERS
 3.01 Members.
 3.02 Creation of Additional Membership Interest
 3




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3.03 Liability to Third Parties.
 ARTICLE 4
CAPITAL CONTRIBUTIONS
 4.01 Capital Contributions.
  Capital Contribution
 4.02 Loans.
 4.03 Return of Contributions.
 ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS
 5.01 Distributions. Distribution Date
 ARTICLE 6
MANAGEMENT
 6.01 Management. Board of Directors Board
 4




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Company Obligations
    provided
 5




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6.02 Board of Directors.
 Generally. provided Independent Director provided however
 Term; Resignation; Vacancies; Removal.
 Voting; Quorum; Required Vote for Action
    [Reserved]
  Meetings
 6




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Committees
 provided however provided however
 Independent Director
 7




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6.03 Officers.
 Generally Officers
 Titles and Number
 Appointment and Term of Office
 Chairman of the Board
 Vice Chairman
 Chief Executive Officer
 President
 8




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Vice Presidents
 Secretary and Assistant Secretaries
 Chief Financial Officer
 Treasurer and Assistant Treasurers
 Chief Legal Officer
 Powers of Attorney
 Delegation of Authority
 Officers
 6.04 Duties of Officers and Directors.
 9




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6.05 Compensation.
 6.06 Indemnification.
 provided Indemnitee
     10




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6.07 Liability of Indemnitees.
    ARTICLE 7
TAX MATTERS
 7.01 Tax Returns.
  11




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ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
 8.01 Maintenance of Books.
   8.02 Reports.
 8.03 Bank Accounts.
 8.04 Tax Statements.
 ARTICLE 9
[RESERVED]
 ARTICLE 10
[RESERVED]
 ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION
 11.01 Dissolution.
 Dissolution Event
     12




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11.02 Winding-Up and Termination.
         ARTICLE 12
MERGER
 12.01 Authority. Merger Agreement
 13




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12.02 Procedure for Merger or Consolidation.
  Surviving Business Entity
    provided
  12.03 Approval by Members of Merger or Consolidation.
   12.04 Certificate of Merger or Consolidation
 14




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12.05 Effect of Merger or Consolidation.
       ARTICLE 13
GENERAL PROVISIONS
 13.01 Notices.
 13.02 Entire Agreement; Supersedure.
 13.03 Effect of Waiver or Consent.
 15




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13.04 Amendment or Restatement.
 13.05 Binding Effect.
 13.06 Governing Law; Severability.
 13.07 [Reserved]
 13.08 Further Assurances.
 13.09 [Reserved]
 13.10 Offset.
 13.11 Counterparts.
  16




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MEMBER:DAN DUNCAN LLCBy:
    
    /s/ Richard H. Bachmann

Name: Richard H. Bachmann
Title:   Manager
 17




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Attachment I
 Defined Terms
 Act
 Administrative Services Agreement
 Affiliate
 Agreement
 Audit and Conflicts Committee
 Available Cash
 Bankruptcy or Bankrupt
 Board of Directors or Board
 Business Day
 Capital Contribution
 Change of Member Control




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Commitment
 Company
 Control -
 Day provided however
 Delaware General Corporation Law
 Director
 Dispose, Disposing or Disposition
 Dissolution Event
 Distribution Date
 Effective Date
 EPD
 EPE
 EPCO
 EPE Agreement
 EPGP
 Equity Interest
 Existing Agreement
 Indemnitee
 2




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Independent Director
 Law
 Liability
 Member
 Membership Interest
 Merger Agreement
 MLP
 Officers
 OLP
 OLPGP
 Organizational Certificate
 Outstanding
 Person
 Quarter
 SEC
 Special Approval
 Subsidiary
 3




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Surviving Business Entity
 Voting Stock
 Withdraw, Withdrawing and Withdrawal
 4