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SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 OF
 DEP HOLDINGS, LLC
A Delaware Limited Liability Company




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SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
DEP HOLDINGS, LLC
A Delaware Limited Liability Company
 TABLE OF CONTENTS
 ARTICLE 1DEFINITIONS1.01 Definitions
    
    
    11.02 Construction
    
    
    1ARTICLE 2ORGANIZATION2.01 Formation
    
    
    22.02 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 the MLP Group
    
    
    3ARTICLE 3MATTERS RELATING TO MEMBERS3.01 Members
    
    
    53.02 Creation of Additional Membership Interest
    
    
    53.03 Liability to Third Parties
    
    
    5ARTICLE 4CAPITAL CONTRIBUTIONS4.01 Capital Contributions
    
    
    54.02 Loans
    
    
    54.03 Return of Contributions
    
    
    5ARTICLE 5DISTRIBUTIONS AND ALLOCATIONS5.01 Distributions
    
    
    6ARTICLE 6MANAGEMENT6.01 Management
    
    
    66.02 Board of Directors
    
    
    86.03 Officers
    
    
    116.04 Duties of Officers and Directors
    
    
    136.05 Compensation
    
    
    13
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6.06 Indemnification
    
    
    136.07 Liability of Indemnitees
    
    
    15ARTICLE 7TAX MATTERS7.01 Tax Returns
    
    
    16ARTICLE 8BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS8.01 Maintenance of Books
    
    
    168.02 Reports
    
    
    168.03 Bank Accounts
    
    
    168.04 Tax Statements
    
    
    16ARTICLE 9DISSOLUTION, WINDING-UP AND TERMINATION9.01 Dissolution
    
    
    179.02 Winding-Up and Termination
    
    
    17ARTICLE 10MERGER10.01 Authority
    
    
    1810.02 Procedure for Merger or Consolidation
    
    
    1810.03 Approval by Members of Merger or Consolidation
    
    
    1910.04 Certificate of Merger or Consolidation
    
    
    1910.05 Effect of Merger or Consolidation
    
    
    20ARTICLE 11GENERAL PROVISIONS11.01 Notices
    
    
    2011.02 Entire Agreement; Supersedure
    
    
    2111.03 Effect of Waiver or Consent
    
    
    2111.04 Amendment or Restatement
    
    
    2111.05 Binding Effect
    
    
    2111.06 Governing Law; Severability
    
    
    2111.07 Further Assurances
    
    
    2211.08 Offset
    
    
    2211.09 Counterparts
    
    
    22
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SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
DEP HOLDINGS, LLC
 Agreement Company Effective Date Enterprise Products OLP
 RECITALS
   Existing Agreement
  ARTICLE 1
DEFINITIONS
 1.01 Definitions Attachment I
 1.02 Construction




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ARTICLE 2
ORGANIZATION
 2.01 Formation Organizational Certificate
 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




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2.07 Certain Undertakings Relating to the Separateness of the MLP Group
 Separateness Generally
 Separate Records
 Separate Assets
 Separate Name
 3




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Separate Credit
 Separate Formalities
 No Effect
 4




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ARTICLE 3
MATTERS RELATING TO MEMBERS
 3.01 Members.
 3.02 Creation of Additional Membership Interest.
 3.03 Liability to Third Parties.
 ARTICLE 4
CAPITAL CONTRIBUTIONS
 4.01 Capital Contributions.
  Capital Contribution
 4.02 Loans.
 4.03 Return of Contributions.
 5




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ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS
 5.01 Distributions . Distribution Date
 ARTICLE 6
MANAGEMENT
 6.01 Management. Board of Directors Board
   6




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Company Obligations
    provided
 7




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6.02 Board of Directors.
 (a) Generally. provided Independent Director provided however
 (b) Term; Resignation; Vacancies; Removal.
 (c) Voting; Quorum; Required Vote for Action
     8




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(d) Meetings
 (e) Committees
  9




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provided however provided however
 Audit and Conflicts Committee Independent Director S&P Criteria Attachment I
 10




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6.03 Officers.
 (a) Generally Officers
 (b) Titles and Number
 (c) Appointment and Term of Office
 (d) Chairman of the Board
 (e) Chief Executive Officer
 (f) President
 11




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(g) Vice Presidents
 (h) Secretary and Assistant Secretaries
 (i) Chief Financial Officer
 (j) Treasurer and Assistant Treasurers
 12




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(k) General Counsel
 (l) Powers of Attorney
 (m) Delegation of Authority
 (n) Officers
 6.04 Duties of Officers and Directors.
 6.05 Compensation.
 6.06 Indemnification.
 , provided Indemnitee
 13




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.
       14




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(j) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 6.06 ARE INTENDED BY THE
PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL
RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSONS NEGLIGENCE, FAULT OR OTHER CONDUCT.
 6.07 Liability of Indemnitees.
    15




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ARTICLE 7
TAX MATTERS
 7.01 Tax Returns.
   ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
 8.01 Maintenance of Books
   8.02 Reports
 8.03 Bank Accounts
 8.04 Tax Statements
 16




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ARTICLE 9
DISSOLUTION, WINDING-UP AND TERMINATION
 9.01 Dissolution
 Dissolution Event
       9.02 Winding-Up and Termination
    17




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ARTICLE 10
MERGER
 10.01 Authority Merger Agreement
 10.02 Procedure for Merger or Consolidation
  Surviving Business Entity
   18




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provided
  10.03 Approval by Members of Merger or Consolidation
   10.04 Certificate of Merger or Consolidation
 19




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10.05 Effect of Merger or Consolidation
       ARTICLE 11
GENERAL PROVISIONS
 11.01 Notices provided however
 20




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11.02 Entire Agreement; Supersedure
 11.03 Effect of Waiver or Consent
 11.04 Amendment or Restatement provided however provided further
 11.05 Binding Effect
 11.06 Governing Law; Severability
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11.07 Further Assurances
 11.08 Offset
 11.09 Counterparts
  22




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MEMBER:ENTERPRISE PRODUCTS OPERATING L.P.By:
    
    Enterprise Products OLPGP, Inc.,
its general partnerBy:
    
    /s/ Richard H. Bachmann

Richard H. BachmannExecutive Vice President, Chief Legal Officer
and Secretary
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Attachment I
 Defined Terms
 Act
 Administrative Services Agreement
 Affiliate
 Agreement
 Audit and Conflicts Committee
 Available Cash
 Bankruptcy or Bankrupt
 1




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Board of Directors or Board
 Business Day
 Capital Contribution
 Change of Member Control
 Commitment
 Common Units
 Company
 Control 
 Day provided however
 Delaware General Corporation Law
 Director
 Dispose, Disposing or Disposition
 Dissolution Event
 Distribution Date
 Effective Date
 2




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EPCO
 Equity Interest
 Existing Agreement
 Indemnitee
 Independent Director
 Law
 Liability
 Member
 Membership Interest
 Merger Agreement
 MLP
 MLP Agreement
 MLP Group
 3




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Officers
 OLPGP
 Operating Partnership
 Organizational Certificate
 Outstanding
 Person
 Quarter
 S&P Criteria de minimis
 SEC
 Special Approval
 Subsidiary
 4




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Surviving Business Entity
 Voting Stock
 Withdraw, Withdrawing and Withdrawal
 5