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Execution Copy
  
 AMENDED & RESTATED
 LIMITED LIABILITY COMPANY AGREEMENT
 OF
 LE GP, LLC
 A Delaware limited liability company
 May 7, 2007




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TABLE OF CONTENTS
 ARTICLE IDEFINITIONSSection 1.1
    
    Definitions
    
    
    2Section 1.2
    
    Construction
    
    
    13ARTICLE IIORGANIZATIONSection 2.1
    
    Formation
    
    
    14Section 2.2
    
    Name
    
    
    14Section 2.3
    
    Registered Office; Registered Agent; Principal Office; Other Offices
    
    
    14Section 2.4
    
    Purpose
    
    
    14Section 2.5
    
    Foreign Qualification
    
    
    14Section 2.6
    
    Term
    
    
    14Section 2.7
    
    Powers
    
    
    15Section 2.8
    
    No State-Law Partnership; Withdrawal
    
    
    15Section 2.9
    
    Certain Undertakings Relating to the Separateness of the MLP
    
    
    15Section 2.10
    
    Title to Company Property
    
    
    17ARTICLE IIIMATTERS RELATING TO MEMBERSSection 3.1
    
    Members
    
    
    17Section 3.2
    
    Creation of Additional Membership Interest
    
    
    17Section 3.3
    
    Liability to Third Parties
    
    
    17Section 3.4
    
    Meetings of the Members
    
    
    17Section 3.5
    
    Quorum; Voting Requirement
    
    
    17Section 3.6
    
    Notice of Meetings
    
    
    18Section 3.7
    
    Waiver of Notice
    
    
    18Section 3.8
    
    Action Without a Meeting
    
    
    18Section 3.9
    
    Proxies
    
    
    18Section 3.10
    
    Voting by Certain Holders
    
    
    18Section 3.11
    
    Denial of Appraisal Rights
    
    
    18ARTICLE IVCAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTSSection 4.1
    
    Capital Contributions
    
    
    19Section 4.2
    
    Loans
    
    
    19Section 4.3
    
    Return of Contributions
    
    
    19ARTICLE VALLOCATIONS AND DISTRIBUTIONSSection 5.1
    
    Allocations of Profits
    
    
    19Section 5.2
    
    Allocations of Losses
    
    
    19Section 5.3
    
    Special Allocations
    
    
    19
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Section 5.4
    
    Regulatory Allocations
    
    
    21Section 5.5
    
    Loss Limitation
    
    
    21Section 5.6
    
    Other Allocation Rules
    
    
    22Section 5.7
    
    Tax Allocations; Code Section 704(c)
    
    
    22Section 5.8
    
    Distributions
    
    
    23ARTICLE VIMANAGEMENTSection 6.1
    
    Management
    
    
    23Section 6.2
    
    Board of Directors
    
    
    27Section 6.3
    
    Officers
    
    
    30Section 6.4
    
    Duties of Officers and Directors
    
    
    32Section 6.5
    
    Compensation
    
    
    32Section 6.6
    
    Indemnification
    
    
    32Section 6.7
    
    Liability of Indemnitees
    
    
    34Section 6.8
    
    Amendment and Vesting of Rights
    
    
    35Section 6.9
    
    Severability
    
    
    35Section 6.10
    
    Contracts with Members or Their Affiliates
    
    
    35Section 6.11
    
    Other Business Ventures
    
    
    36Section 6.12
    
    Acknowledged and Permitted NGP Activities
    
    
    36Section 6.13
    
    Resolution of Conflicts of Interest; Standard of Conduct and Modification of Duties
    
    
    36ARTICLE VIITAX MATTERSSection 7.1
    
    Tax Returns and Information
    
    
    38Section 7.2
    
    Tax Matters Member
    
    
    39Section 7.3
    
    Tax Elections
    
    
    39ARTICLE VIIIBOOKS, RECORDS, REPORTS, AND BANK ACCOUNTSSection 8.1
    
    Maintenance of Books
    
    
    39Section 8.2
    
    Reports
    
    
    39Section 8.3
    
    Information Rights
    
    
    39Section 8.4
    
    Bank Accounts
    
    
    40Section 8.5
    
    Fiscal Year
    
    
    40ARTICLE IXDISSOLUTION, WINDING-UP AND TERMINATIONSection 9.1
    
    Dissolution
    
    
    40Section 9.2
    
    Winding-Up and Termination
    
    
    41Section 9.3
    
    Compliance With Certain Requirements of Treasury Regulations; Deficit Capital Accounts
    
    
    41Section 9.4
    
    Deemed Distribution and Recontribution
    
    
    42Section 9.5
    
    Allocations and Distributions During Period of Liquidation
    
    
    42Section 9.6
    
    Character of Liquidating Distributions
    
    
    42
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ARTICLE XMERGER, CONSOLIDATION OR CONVERSIONSection 10.1
    
    Authority
    
    
    42Section 10.2
    
    Procedure for Merger, Consolidation or Conversion
    
    
    42Section 10.3
    
    Approval by Members of Merger or Consolidation
    
    
    44Section 10.4
    
    Certificate of Merger or Conversion
    
    
    45ARTICLE XITRANSFERSSection 11.1
    
    Restriction on Transfers
    
    
    46Section 11.2
    
    Permitted Transfers
    
    
    46Section 11.3
    
    Conditions to Permitted Transfers
    
    
    46Section 11.4
    
    Prohibited Transfers
    
    
    47Section 11.5
    
    Rights of Unadmitted Assignees
    
    
    47Section 11.6
    
    Admission of Substituted Members
    
    
    47Section 11.7
    
    Distributions and Allocations in Respect of Transferred Member Interests
    
    
    48ARTICLE XIIPREEMPTIVE RIGHTSSection 12.1
    
    Rights to Participate in Issuance of Additional Membership Interests
    
    
    49Section 12.2
    
    Rights of First Refusal
    
    
    49Section 12.3
    
    Rights to Compel Participation in Certain Transfers
    
    
    50Section 12.4
    
    Rights to Participate in Transfer
    
    
    51Section 12.5
    
    Purchase Option
    
    
    52Section 12.6
    
    Put Right
    
    
    53ARTICLE XIIIGENERAL PROVISIONSSection 13.1
    
    Notices
    
    
    54Section 13.2
    
    Entire Agreement; Supersedure
    
    
    54Section 13.3
    
    Effect of Waiver or Consent
    
    
    54Section 13.4
    
    Amendment or Restatement
    
    
    54Section 13.5
    
    Binding Effect
    
    
    55Section 13.6
    
    Governing Law; Severability
    
    
    55Section 13.7
    
    Further Assurances
    
    
    55Section 13.8
    
    Offset
    
    
    55Section 13.9
    
    Counterparts
    
    
    55
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AMENDED & RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
LE GP, LLC
 Agreement Company Effective
Date Davis Warren NGP EPE Member Party Members Parties
 RECITALS
 WHEREAS,
 WHEREAS, Original Regulations Amended Regulations
 WHEREAS, Existing Agreement
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,




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ARTICLE I
DEFINITIONS
 Section 1.1 Definitions
 Accepting Offerees
 Act
 Adjusted Capital Account Deficit
  d 4 d 5 d 6
 d
 Affiliate control
 Agreement
 Allocation Year
 Applicable Law
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Audit and Conflicts Committee
 Bankruptcy
 Board of Directors Board
 Business Day
 Capital Account
    - 3 -




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q
 Capital Contribution
 Certificate of Conversion
 Code
 Common Unit
 Company
 Company Minimum Gain
 Compelled Sale
 Compelled Sale Notice
 Compelled Sale Notice Period
 Compelled Sale Price
 Compensation Committee
 Davis
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Delaware General Corporation Law
 Depreciation provided however
 Director
 Dispose , Disposing Disposition
 Dissolution Event
 Drag-Along Portion
 Effective Date
 Energy Transfer Entities
 EPE
 EPE Representative
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Equity Units Exhibit A
 ETE
 ETE Agreement
 Excluded Business Opportunity
 Existing Agreement
 Firm Offer
 Governmental Authority
 Gross Asset Value
  de minimis de minimis de minimis g provided
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m Profits Losses provided, however,
  Gross Liability Value
 Group Member
 Indemnitee
 Independent Director
 Issuance Items
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Law
 Liability
 Member
 Member Majority
 Member Nonrecourse Debt
 Member Nonrecourse Debt Minimum Gain
 Member Nonrecourse Deductions
 Membership Interest Exhibit A
 Merger Agreement
 MLP
 National Securities Exchange
 NGP
 Non-ETE Subsidiary
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Nonrecourse Deductions
 Nonrecourse Liability
 Offer Notice
 Offer Period
 Offer Price
 Offered Amount
 Offered Units
 Offerees
 Officers
 Opinion of Counsel
 Other Enterprise
 Permitted Transfer
 Person
 Profits Losses
 Profits Losses
 Profits Losses
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Gross Asset Value
   Depreciation
 m 4
   Property
 Purchase Offer
 Purchase Option
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Purchase Option Notice
 Purchase Option Notice Period
 Purchase Option Portion
 Purchase Option Price
 Purchaser
 SEC
 Securities Exchange Act
 Seller
 Shared Services Agreement
 Sharing Ratio
 Special Approval
 Subject Member
 Subsidiary
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Super-Majority Interest
 Surviving Business Entity
 Tag-Along Notice
 Tag-Along Notice Period
 Tag-Along Offer
 Tag-Along Portion
 Tag-Along Response Notice
 Tag-Along Right
 Tag-Along Sale
 Tagging Person
 Tax Matters Member
 Taxable Year
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Transfer
 Treasury Regulations
 Trigger Amount
 Trigger Event
 Two-Thirds Interest
 Unitholder Rights and Restrictions Agreement
 Warren
 Wholly Owned Affiliate
 Withdraw , Withdrawing Withdrawal
 Section 1.2 Construction include includes including without limitation hereof herein hereunder
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ARTICLE II
ORGANIZATION
 Section 2.1 Formation
 Section 2.2 Name LE GP, LLC
 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices
 Section 2.4 Purpose
 Section 2.5 Foreign Qualification
 Section 2.6 Term
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Section 2.7 Powers
 Section 2.8 No State-Law Partnership; Withdrawal provided however
 Section 2.9 Certain Undertakings Relating to the Separateness of the MLP
 Separateness Generally
 Separate Records disregarded entity
 Separate Assets
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Separate Name
 Separate Credit provided
 Separate Formalities
 No Effect
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Section 2.10 Title to Company Property
 ARTICLE III
MATTERS RELATING TO MEMBERS
 Section 3.1 Members Exhibit A
 Section 3.2 Creation of Additional Membership Interest
 Section 3.3 Liability to Third Parties
 Section 3.4 Meetings of the Members
 Section 3.5 Quorum; Voting Requirement
  - 17 -




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Section 3.6 Notice of Meetings
   Section 3.7 Waiver of Notice
 Section 3.8 Action Without a Meeting
 Section 3.9 Proxies
 Section 3.10 Voting by Certain Holders
 Section 3.11 Denial of Appraisal Rights
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ARTICLE IV
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
 Section 4.1 Capital Contributions
  Capital Contribution
 Section 4.2 Loans
 Section 4.3 Return of Contributions
 ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS
 Section 5.1 Allocations of Profits
 Section 5.2 Allocations of Losses
 Section 5.3 Special Allocations
 Minimum Gain Chargeback
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Member Minimum Gain Chargeback
 Qualified Income Offset d 4 d 5 d 6 provided
 Gross Income Allocation provided
 Nonrecourse Deductions.
 Member Nonrecourse Deductions
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Section 754 Adjustments m 2 m 4 m 2 m 4
 Allocations Relating to Taxable Issuance of Equity Units Issuance Items
 Section 5.4 Regulatory Allocations  Regulatory Allocations 
 Section 5.5 Loss Limitation d
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Section 5.6 Other Allocation Rules
 provided Gross Asset
Value 
   Section 5.7 Tax Allocations; Code Section 704(c)
  Gross
Asset Value
 Gross Asset Value
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Section 5.8 Distributions provided however
 ARTICLE VI
MANAGEMENT
 Section 6.1 Management
 Generally
 Board of Directors Board manager
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Limitations with Respect to ETE and Matters Relating to ETE provided
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Transfer of the General Partner
Interest
 Continuation of General Partner and Limited Partner
Interests; Initial Offering; Contributions by the General Partner and its
Affiliates
 Limited Preemptive Right
 Purchase and Sale of Partnership
Securities
 Loans from the General Partner; Loans or
Contributions from the Partnership; Contracts with Affiliates; Certain
Restrictions on the General Partner
 Indemnification
 Registration Rights of the General Partner and its
Affiliates
 Withdrawal of the General Partner
 Interest of Departing General Partner
and Successor General Partner
 Right to Acquire Limited Partner Interests
 Limitations with Respect to the Company provided however
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Section 6.2 Board of Directors
 Generally. provided Independent Director provided however
 Term; Resignation; Vacancies; Removal.
 Voting; Quorum; Required Vote for Action
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Meetings
 Committees
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provided however provided however
 Audit and
Conflicts Committee Independent
Director
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Compensation
Committee
 Section 6.3 Officers
 Generally.
 Titles and Number.
 Appointment and Term of Office.
 Chairman of the Board.
 Chief Executive Officer.
 President.
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Vice Presidents.
 Secretary and Secretaries
 Chief Financial Officer
 Treasurer and Assistant Treasurers
 - 31 -




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Powers of Attorney
 Delegation of Authority
 Officers
 Section 6.4 Duties of Officers and Directors
 Section 6.5 Compensation
 Section 6.6 Indemnification
 provided, however provided further
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nolo contendere
     fines
 - 33 -




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provided
   Section 6.7 Liability of Indemnitees
    - 34 -




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Section 6.8 Amendment and Vesting of Rights.
 Section 6.9 Severability.
 Section 6.10 Contracts with Members or Their Affiliates.
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Section 6.11 Other Business Ventures.
 Section 6.12 Acknowledged and Permitted NGP Activities. NGP Portfolio Companies
 Section 6.13 Resolution of Conflicts of Interest; Standard of Conduct and Modification of
Duties
  - 36 -




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ARTICLE VII
 TAX MATTERS
 Section 7.1 Tax Returns and Information
     - 38 -




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Section 7.2 Tax Matters Member.
 Section 7.3 Tax Elections
 ARTICLE VIII
 BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
 Section 8.1 Maintenance of Books.
 Section 8.2 Reports.
 Section 8.3 Information Rights
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Section 8.4 Bank Accounts.
 Section 8.5 Fiscal Year
 ARTICLE IX
 DISSOLUTION, WINDING-UP AND TERMINATION
 Section 9.1 Dissolution
 Dissolution Event
       - 40 -




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Section 9.2 Winding-Up and Termination
        Section 9.3 Compliance With Certain Requirements of Treasury Regulations; Deficit Capital
Accounts. g b 2
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Section 9.4 Deemed Distribution and Recontribution. g
 Section 9.5 Allocations and Distributions During Period of Liquidation.
 Section 9.6 Character of Liquidating Distributions.
 ARTICLE X
 MERGER, CONSOLIDATION OR CONVERSION
 Section 10.1 Authority. Merger Agreement Plan of Conversion
 Section 10.2 Procedure for Merger, Consolidation or Conversion
   - 42 -




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Surviving Business
Entity
    provided
   - 43 -




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Section 10.3 Approval by Members of Merger or Consolidation
      - 44 -




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Section 10.4 Certificate of Merger or Conversion
           - 45 -




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ARTICLE XI
 TRANSFERS
 Section 11.1 Restriction on Transfers provided however
 Section 11.2 Permitted Transfers Permitted Transfer
 Section 11.3 Conditions to Permitted Transfers
   - 46 -




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Section 11.4 Prohibited Transfers
 provided
  Section 11.5 Rights of Unadmitted Assignees
 Section 11.6 Admission of Substituted Members
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Section 11.7 Distributions and Allocations in Respect of Transferred Member Interests provided provided further
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ARTICLE XII
 PREEMPTIVE RIGHTS
 Section 12.1 Rights to Participate in Issuance of Additional Membership Interests
 Section 12.2 Rights of First Refusal Seller Offered Units
 Limitation on Transfers Purchase Offer Purchaser Offer Price
 Offer Notice Offer
Notice Firm Offer Offerees
 Offer Period Offer Period p.m.
 Acceptance of Firm Offer Accepting Offerees
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Closing of Purchase Pursuant to Firm Offer
 Sale Pursuant to Purchase Offer if Firm Offer Rejected provided provided further
 Section 12.3 Rights to Compel Participation in Certain Transfers.
 Compelled Sale Compelled Sale Notice Compelled Sale Price th Compelled Sale Notice Period
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provided
  Section 12.4 Rights to Participate in Transfer
 Tag-Along Sale Tag-Along Notice Tag-Along Offer
 Tag-Along Right Tag-Along Response Notice Tag-Along Notice Period Tagging Person
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Section 12.5 Purchase Option.
 Subject Member Offered Amount
 minus
   Purchase Option Price
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Purchase Option Notice Purchase Option
Notice Period
 Section 12.6 Put Right
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ARTICLE XIII
 GENERAL PROVISIONS
 Section 13.1 Notices. provided however
 Section 13.2 Entire Agreement; Supersedure.
 Section 13.3 Effect of Waiver or Consent.
 Section 13.4 Amendment or Restatement. provided however provided further
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Section 13.5 Binding Effect.
 Section 13.6 Governing Law; Severability
 Section 13.7 Further Assurances.
 Section 13.8 Offset.
 Section 13.9 Counterparts.
  - 55 -




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COMPANY:LE GP, LLCBy:
    
    /s/ John W. McReynoldsName:
    
    John W. McReynoldsTitle:
    
    PresidentMEMBERS:/s/ Ray C. DavisRAY C. DAVIS/s/ Kelcy L. WarrenKELCY L. WARRENNATURAL GAS PARTNERS VI, L.P.
 By:
    
    G.F.W. Energy VI, L.P.,its general partnerBy:
    
    GFW VI, L.L.C.,its general partnerBy:
    
    /s/ Kenneth HershAn Authorized Member
 ENTERPRISE GP HOLDINGS L.P.By:
    
    /s/ Michael A. CreelName:
    
    Michael A. Creel, CEOTitle:LE GP-TAX, LLCBy:
    
    /s/ Kelcy L. WarrenName:
    
    Kelcy L. WarrenTitle:
    
    Sole Member
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EXHIBIT A
 Name and Address of Member:
    
    Number of Equity Units:Ray C. Davis
2828 Woodside Street
Dallas, Texas 75204
    
    
    174,538Kelcy L. Warren
2828 Woodside Street
Dallas, Texas 75204
    
    
    375,790Natural Gas Partners VI, L.P.
125 East John Carpenter Frwy.
Suite 600
Irving, Texas 75062
    
    
    151,370Enterprise GP Holdings L.P.
1100 Louisiana Street, 18th Floor
Houston, Texas 77002
    
    
    375,790LE GP-Tax, LLC
2828 Woodside Street
Dallas, Texas 75204
    
    
    -0-
 - 57 -