exhibit10_1.htm


    FIFTH
AMENDED AND RESTATED

    ADMINISTRATIVE SERVICES
AGREEMENT

    (formerly called, EPCO
AGREEMENT)

    


    by and among

    


    EPCO,
INC.

    (formerly known as Enterprise
Products Company)

    


    ENTERPRISE GP HOLDINGS
L.P.

    


    EPE HOLDINGS, LLC

    


    ENTERPRISE PRODUCTS PARTNERS
L.P.

    


    ENTERPRISE
PRODUCTS OPERATING LLC

    (successor to Enterprise Products
Operating L.P.)

    


    ENTERPRISE PRODUCTS GP,
LLC

    


    ENTERPRISE PRODUCTS OLPGP,
INC.

    


    DEP HOLDINGS, LLC

    


    DUNCAN ENERGY PARTNERS
L.P.

    


    DEP OPERATING PARTNERSHIP,
L.P.

    


    TEPPCO PARTNERS,
L.P.

    


    TEXAS EASTERN PRODUCTS PIPELINE
COMPANY, LLC

    


    TE
PRODUCTS PIPELINE COMPANY, LLC

    (successor
to TE Products Pipeline Company, Limited Partnership)

    


    TEPPCO
MIDSTREAM COMPANIES, LLC

    (successor to TEPPCO Midstream
Companies, L.P.)

    


    TCTM, L.P.

    


    and

    


    TEPPCO GP, INC.

     

     

     

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    TABLE OF CONTENTS

    
      	 
      	 
      	 
      	 
      	 
      
	
                          ARTICLE
      1: DEFINITIONS

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              1.1.1
    Definitions

            	
               3

            	 
      	 
      	 
      
	
              1.1.2
    Construction

            	
               3

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          ARTICLE
      2: SERVICES

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              2.2.1 EPCO Services;
      Term

            	
               3

            	 
      	 
      	 
      
	
              2.2.2 EPCO
      Compensation

            	
               3

            	 
      	 
      	 
      
	
              2.2.3 Dispute Regarding
      Services or Calculation of Costs

            	
               3

            	 
      	 
      	 
      
	
              2.2.4 Invoices

            	
               3

            	 
      	 
      	 
      
	
              2.2.5 Disputes;
      Default

            	
               4

            	 
      	 
      	 
      
	
              2.2.6 Input Regarding EPCO
      Services

            	
               4

            	 
      	 
      	 
      
	
              2.2.7 Limitation Regarding
      EPCO Services

            	
               4

            	 
      	 
      	 
      
	
              2.2.8 Representations
      Regarding Use of Services

            	
               4

            	 
      	 
      	 
      
	
              2.2.9 Warranties; Limitation
      of Liability

            	
               4

            	 
      	 
      	 
      
	
              2.2.10 Force
      Majeure

            	
               4

            	 
      	 
      	 
      
	
              2.2.11
    Affiliates

            	
               4

            	 
      	 
      	 
      
	
              2.2.12 Dedication of EPCO
      Employees

            	
               5

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          ARTICLE
      3: [RESERVED]

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          ARTICLE
      4: EPCO’S INDEMNIFICATION FOR EXCLUDED LIABILITIES

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              4.4.1
      Indemnification

            	
               5

            	 
      	 
      	 
      
	
              4.4.2 Indemnification
      Procedures

            	
               5

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          ARTICLE
      5: OTHER AGREEMENTS

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              5.5.1 Insurance
      Matters

            	
               5

            	 
      	 
      	 
      
	
              5.5.2 Sublease of
      Equipment

            	
               5

            	 
      	 
      	 
      
	
              5.5.3 EPCO’s
      Employees

            	
               5

            	 
      	 
      	 
      
	
              5.5.4 Business
      Opportunities

            	
               6

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          ARTICLE
      6: MISCELLANEOUS

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              6.6.1 Choice of Law;
      Submission to Jurisdiction

            	
               8

            	 
      	 
      	 
      
	
              6.6.2 Notices

            	
               8

            	 
      	 
      	 
      
	
              6.6.3 Entire Agreement;
      Supersedure

            	
               8

            	 
      	 
      	 
      
	
              6.6.4 Effect of Waiver of
      Consent

            	
               8

            	 
      	 
      	 
      
	
              6.6.5 Amendment or
      Modification

            	
               8

            	 
      	 
      	 
      


    

     

    -i-

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	 
      	 
      	 
      	 
      	 
      
	
              6.6.6
    Assignment

            	
               9

            	 
      	 
      	 
      
	
              6.6.7
    Counterparts

            	
               9

            	 
      	 
      	 
      
	
              6.6.8
    Severability

            	
               9

            	 
      	 
      	 
      
	
              6.6.9 Further
      Assurances

            	
               9

            	 
      	 
      	 
      
	
              6.6.10 Withholding or Granting
      of Consent

            	
               9

            	 
      	 
      	 
      
	
              6.6.11 U.S.
      Currency

            	
               9

            	 
      	 
      	 
      
	
              6.6.12 Laws and
      Regulations

            	
               9

            	 
      	 
      	 
      
	
              6.6.13 Negation of Rights of
      Third Parties

            	
               9

            	 
      	 
      	 
      


    

    


    Exhibit A
— Definitions

    


    


    Schedule 2.12
— Schedule of Initial Dedicated EPCO Employees

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    -ii-

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    


     

    FIFTH
AMENDED AND RESTATED

    ADMINISTRATIVE
SERVICES AGREEMENT

     

         THIS
FIFTH AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into
and effective this 30th day of January, 2009 (the “Effective Date”), by and
among EPCO, Inc., a Texas corporation formerly known as Enterprise Products
Company (“EPCO”),
Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”), EPE Holdings, LLC, a
Delaware limited liability company (“EPE GP”), Enterprise Products
Partners L.P., a Delaware limited partnership (“EPD”), Enterprise Products
Operating LLC, a Texas limited liability company (“EPOLLC,” successor to
Enterprise Products Operating L.P., a Delaware limited partnership, and such
predecessor is referred to herein as “EPD OLP”), Enterprise
Products GP, LLC, a Delaware limited liability company (“EPD GP”), Enterprise Products
OLPGP, Inc., a Delaware corporation (“EPD OLPGP”), DEP Holdings,
LLC, a Delaware limited liability company (“DEP Holdings”), Duncan Energy
Partners L.P., a Delaware limited partnership (“DEP”), DEP Operating
Partnership, L.P., a Delaware limited partnership (“DEP OLP”), TEPPCO Partners,
L.P., a Delaware limited partnership (“TPP”), Texas Eastern Products
Pipeline Company, LLC, a Delaware limited liability company (“TPP GP”), TE Products
Pipeline Company, LLC, a Texas limited liability company (“TE Products” successor to TE
Products Pipeline Company, Limited Partnership, a Delaware limited partnership,
and such predecessor is referred to herein as “TE LP”), TEPPCO Midstream
Companies, LLC, a Texas limited liability company (“TEPPCO Midstream,” successor
to TEPPCO Midstream Companies, L.P., a Delaware limited partnership, and such
predecessor is referred to herein as “TEPPCO Midstream LP”), TCTM,
L.P., a Delaware limited partnership (“TCTM”), and TEPPCO GP, Inc.,
a Delaware corporation (“TEPPCO Inc.”). Capitalized
terms not otherwise defined below have the meanings ascribed to such terms as
set forth on Exhibit A to
this Agreement.

    


    R E C I T A L S

    


         The
purpose of this Agreement is to amend and restate, in its entirety, that certain
Fourth Amended and Restated Administrative Services Agreement (as amended on
February 28, 2007 (but effective as of March 1, 2007) and August 7, 2007 (but
effective as of May 7, 2007), the “Fourth Amendment”), dated
January 30, 2007 but effective as of February 5, 2007, among certain of the
Parties hereto.

    


         The
Parties hereto (other than EPE, EPE GP, EPD OLPGP, DEP Holdings, DEP, DEP OLP,
TPP, TPP GP, TE LP, TEPPCO Midstream, TCTM and TEPPCO Inc.) originally entered
into that certain EPCO Agreement, dated as of July 31, 1998, in connection
with the initial public offering of EPD units, pursuant to which EPCO and its
Affiliates (other than the EPD Partnership Entities) agreed to provide certain
operational and financial support to the EPD Partnership Entities.

    


         Effective
as of December 10, 2003, EPD OLPGP succeeded EPD GP as the general partner
of EPD OLP.

    


         Effective
as of January 1, 2004, the Parties hereto (other than EPE, EPE GP, DEP
Holdings, DEP, DEP OLP, TPP, TPP GP, TE LP, TEPPCO Midstream, TCTM and TEPPCO
Inc.) amended and restated the EPCO Agreement pursuant to the First Amended and
Restated Administrative Services Agreement (the “First Amendment”),
(i) to reduce the operational and financial support provided by the EPCO
Group to the EPD Partnership Entities, (ii) to change the manner in which
the EPD Partnership Entities were charged for certain administrative,
management, and operating services provided by EPCO, from a fixed fee to
allocating the cost of such services to the EPD Partnership Entities on a pro
rata basis, (iii) to assign certain contract rights, initially retained by
EPCO, but which related to assets owned by the EPD Partnership Entities to the
EPD Partnership Entities, and (iv) to reflect certain other understandings
between the EPCO Group and the EPD Partnership Entities.

    


         Effective
as of June 21, 2004, EPCO assigned the Name and the Mark to EPD GP, and
effective as of October 1, 2004, Enterprise GP assigned the Name and Mark
to EPD OLP.

    


         Effective
October 1, 2004, the Parties hereto (other than EPE, EPE GP, DEP Holdings,
DEP, DEP OLP, TPP, TPP GP, TE LP, TEPPCO Midstream, TCTM and TEPPCO Inc.)
amended and restated the First Amendment pursuant to a Second Amended and
Restated Administrative Services Agreement (the “Second Amendment”) to
evidence, among other matters the terms and conditions upon which (i) the
EPCO Group would provide certain


    
      
         
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    services
to the EPD Partnership Entities, (ii) EPD OLP would license the use of the
Name and the Mark to EPCO and (iii) EPCO would provide indemnification to
the EPD Partnership Entities for certain matters.

    


         On
February 24, 2005, an Affiliate of EPCO acquired TPP GP. Effective
February 24, 2005, the Parties to the Second Amendment executed Amendment
No. 1 to the Second Amendment to exclude the TPP Partnership

    Entities
from the definition of EPCO Group and exclude such entities from the business
opportunity agreements set forth in the Second Amendment.

    


         Effective
February 24, 2005, the parties hereto or their predecessors (other than DEP
Holdings, DEP and DEP OLP) amended and restated the Second Amendment pursuant to
a Third Amended and Restated Administrative Services Agreement (the “Third Amendment”) to
evidence, among other matters the terms and conditions pursuant to which
(i) the EPCO Group provided certain services to the EPE Partnership
Entities, (ii) the EPCO Group provided certain services to the TPP
Partnership Entities and (iii) a variety of additional matters were handled
among the EPCO Group, the EPE Partnership Entities, the EPD Partnership Entities
and the TPP Partnership Entities.

    


         EPE
completed the initial public offering of its units in
August 2005.

    


         Effective
February 13, 2006, the Parties executed a waiver regarding certain
provisions of the Conflicts Policies and Procedures set forth in the Third
Amended and Restated Administrative Services Agreement.

    


    


         Effective
February 5, 2007, the parties hereto or their predecessors entered into the
Fourth Amendment to amend and restate the Third Amended and Restated
Administrative Services Agreement in connection with the initial public offering
of DEP.

    


         On
February 28, 2007, but effective as of March 1, 2007, the parties hereto or
their predecessors entered into an amendment to the Fourth Amendment to delete
the Conflicts Policies and Procedures attached to the Fourth Amendment as
Exhibit B as well as Section 5.5 of the Fourth Amendment and all
references to Exhibit B and such Conflicts Policies and Procedures in the
Fourth Amendment.

    


         Effective
as of June 30, 2007, a restructuring resulted in (i) EPD OLP converting into
EPOLLC, a Texas limited liability company, and EPD OLPGP becoming the sole
manager of EPOLLC; (ii) TE LP converting into TE Products and TEPPCO Inc.
becoming the sole manager of TE Products and (iii) TEPPCO Midstream LP
converting into TEPPCO Midstream and TEPPCO Inc. becoming the sole manager of
TEPPCO Midstream.

    


         On
August 7, 2007, but effective as of May 7, 2007, the parties hereto entered into
an additional amendment to the Fourth Amendment to amend Section 5.4 of the
Fourth Amendment with respect to the definition of “EPE Partnership
Entities.”

    


         The
Parties hereto desire, by their execution of this Agreement, to evidence the
terms and conditions pursuant to which (i) the EPCO Group will provide
certain services to the Partnership Entities and (ii) a variety of
additional matters will be handled among the EPCO Group, the EPE Partnership
Entities, the EPD Partnership Entities, the DEP Partnership Entities and the TPP
Partnership Entities.

    


    A G R E E M E N T
S

    


         NOW,
THEREFORE, in consideration of the premises and the covenants, conditions, and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto
hereby agree as follows:

    


    ARTICLE 1:   
DEFINITIONS

    


         1.1 Definitions. The
definitions listed on Exhibit A
shall be for all purposes, unless otherwise clearly indicated to the contrary,
applied to the terms used in this Agreement.

    


         1.2 Construction. Unless the
context requires otherwise: (a) any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa;
(b) references to Articles and Sections refer to Articles and Sections of
this


    
      
         
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    Agreement;
(c) the terms “include”, “includes”, “including” or words of like import
shall be deemed to be followed by the words “without limitation”; and
(d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as
a whole and not to any particular provision of this Agreement. The table of
contents and headings contained in this Agreement are for reference purposes
only, and shall not affect in any way the meaning or interpretation of this
Agreement.

    


    ARTICLE 2:   
SERVICES

    


         2.1 EPCO Services; Term.
During the period beginning on the Effective Date and ending on December 31,
2013, subject to the terms of this Article 2 and in exchange for the
reimbursement described in Section 2.2, EPCO hereby agrees to provide, or
to cause EPCO Holdings, Inc., a Texas corporation (“EPCO Holdings”), to provide,
the Partnership Entities with such selling, general and administrative services
and such management and operating services as may be necessary to manage and
operate the business, properties and assets of the Partnership Entities in
accordance with Prudent Industry Practices; it being understood and agreed by
the Parties that in connection with the provision of such services, EPCO shall
employ or otherwise retain the services of such personnel as may be necessary to
cause the business, properties and assets of the Partnership Entities to be so
managed and operated (individually, an “EPCO Service” and,
collectively, the “EPCO
Services”).

    


         2.2 EPCO Compensation. As
compensation for the provision by EPCO of the EPCO Services to each of the
Partnership Entities, EPCO shall be entitled to receive, and each of the
Partnership Entities agrees to pay to EPCO, without duplication, an amount equal
to (a) the sum of all costs and expenses (direct or indirect) incurred by EPCO
which are directly or indirectly related to the business or activities of such
Partnership Entity and (b) the cash value (allocated in accordance with the
provisions of this Agreement) of distributions (whether in cash or securities),
if any, made by TEPPCO Unit II L.P. and EPCO Unit L.P. to their respective Class
B limited partners who perform services for such Partnership Entities
(including, for purposes of both (a) and (b), above, without limitation,
expenses, direct or indirect, reasonably allocated to such Partnership Entity by
EPCO). In addition, each of the Partnership Entities shall pay all sales, use,
excise, value added or similar taxes, if any, that may be applicable from time
to time in respect of the EPCO Services provided to such Partnership Entity by
EPCO. The aggregate amount payable by the Partnership Entities to EPCO pursuant
to this Section 2.2 with respect to a given period of time shall be referred to
herein as such entity’s “Administrative Services Fee”.
It is the intention of the Parties that, with the exception of Article V
and the Retained Leases (as hereinafter defined) in the case of the EPD
Partnership Entities, the Administrative Services Fee with respect to the
Partnership Entities represents fair and reasonable compensation to EPCO for the
Partnership Entities’ allocable share of all general and administrative
expenses, capital expenses and other costs for Shared Services borne or
performed by EPCO, or any of the other members of the EPCO Group, for the
benefit of any Partnership Entity.

    


         2.3 Dispute Regarding Services or
Calculation of Costs. Should there be a dispute over the nature or
quality of the EPCO Services, or the calculation and allocation of any
Administrative Services Fee, relating to any of the EPCO Services, EPCO and the
applicable Partnership Entity or Entities shall first attempt to resolve such
dispute, acting diligently and in good faith, using the past practices of such
Parties and documentary evidence of costs as guidelines for such resolution. If
EPCO and the applicable Partnership Entity or Entities are unable to resolve any
such dispute within thirty days, or such additional time as may be reasonable
under the circumstances, the dispute shall be referred to the Audit and
Conflicts Committee of EPE GP, EPD GP, DEP Holdings or TPP GP, as applicable.
EPCO shall provide to each of the Partnership Entities a quarterly statement
indicating the total EPCO costs and expenses allocated to all of the Partnership
Entities and a detailed statement of the EPCO costs and expenses that are
allocated to the particular group of Partnership Entities and representative of
such Partnership Entities’ Administrative Service Fee (including an explanation
of such allocation, which shall generally be consistent from period to period);
provided that one group of Partnership Entities will not receive the allocation
for another group of Partnership Entities (e.g., the EPD Partnership Entities
will not receive the detailed statement of the TPP Partnership Entities’ costs
and expenses, and vice-versa). The Parties agree that the applicable Audit and
Conflicts Committee shall have the authority to settle any such dispute, in its
sole discretion, recognizing that it is the intent of all Parties that all
shared expenses or services be allocated among the EPCO Group and the applicable
Partnership Entity or Entities on a fair and reasonable basis.

    


         2.4 Invoices. EPCO shall
invoice the applicable Billing Agent on or before the last day of each month for
the estimated Administrative Services Fee for the next succeeding month, plus or
minus any adjustment necessary to correct prior estimated billings to actual
billings. All invoices shall be due and payable on the last day of the month
which the invoice covers. Upon request from the applicable Billing Agent, EPCO
shall furnish in reasonable detail a


    
      
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    description
of the EPCO Services performed for the corresponding Partnership Entity or
Entities during any month or other relevant period.

    


         2.5 Disputes; Default.
Notwithstanding any provision of this Article 2 to the contrary, should the
applicable Billing Agent fail to pay EPCO, when due, any amounts owing in
respect of the applicable EPCO Services, except as set forth in the third
succeeding sentence, upon 30 days’ notice, EPCO may terminate this
Article 2 as to those EPCO Services that relate to the unpaid portion of
the invoice. Should there be a dispute as to the propriety of invoiced amounts,
the applicable Billing Agent shall pay all undisputed amounts on each invoice,
but shall be entitled to withhold payment of any amount in dispute and shall
promptly notify EPCO of such disputed amount. EPCO shall promptly provide the
applicable Billing Agent with records relating to the disputed amount so as to
enable EPCO and the applicable Partnership Entities to resolve the dispute. So
long as such parties are attempting in good faith to resolve the dispute, EPCO
shall not be entitled to terminate the EPCO Services that relate to the disputed
amount.

    


         2.6 Input Regarding EPCO
Services. Any records, information or other input from the Partnership
Entities that is necessary for EPCO to perform any EPCO Services shall be
submitted, upon EPCO’s written request therefor, to EPCO by such Partnership
Entities. If the Partnership Entities fail to supply such records, information
or other input to EPCO and such failure renders EPCO’s performance of any EPCO
Services unreasonably difficult, in EPCO’s reasonable judgment, EPCO, upon
reasonable notice to the applicable Partnership Entity, may refuse to perform
such EPCO Services until such records, information or other input is
supplied.

    


         2.7 Limitation Regarding EPCO
Services. The Partnership Entities acknowledge that EPCO shall only be
required to perform and provide (i) those EPCO Services with respect to the
business of such Partnership Entities as operated on the Effective Date, and
(ii) such additional EPCO Services as may be mutually agreed orally or in
writing by EPCO and the Partnership Entities, which agreement regarding
additional or fewer EPCO Services shall reflect an appropriate adjustment to the
applicable Administrative Services Fee. EPCO shall not be required to perform
any EPCO Services hereunder for the benefit of any Person other than the
Partnership Entities.

    


         2.8 Representations Regarding Use of
Services. The Partnership Entities represent and agree that they will use
the EPCO Services only in accordance with all applicable federal, state and
local laws and regulations, and in accordance with the reasonable conditions,
rules, regulations, and specifications that may be set forth in any manuals,
materials, documents, or instructions furnished from time to time by EPCO to
such Partnership Entities. EPCO reserves the right to take all actions,
including, without limitation, termination of any portion of the EPCO Services
for any Partnership Entity that it reasonably believes is required to be
terminated in order to assure compliance with applicable laws and
regulations.

    


         2.9 Warranties; Limitation of
Liability. The EPCO Services shall be provided in accordance with the
Services Standard. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, EPCO MAKES NO
(AND HEREBY DISCLAIMS AND NEGATES ANY AND ALL) WARRANTIES OR REPRESENTATIONS
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EPCO SERVICES. IN NO EVENT
SHALL EPCO OR ANY OF ITS AFFILIATES BE LIABLE TO ANY OF THE PERSONS RECEIVING
ANY EPCO SERVICES OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES RESULTING FROM ANY ERROR IN THE
PERFORMANCE OF SUCH SERVICE, REGARDLESS OF WHETHER THE PERSON PROVIDING SUCH
SERVICE, ITS AFFILIATES, OR OTHERS MAY BE WHOLLY, CONCURRENTLY, PARTIALLY, OR
SOLELY NEGLIGENT OR OTHERWISE AT FAULT, EXCEPT TO THE EXTENT SUCH EXEMPLARY,
PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARE PAID BY THE
PARTY INCURRING SUCH DAMAGES TO A THIRD PARTY.

    


         2.10 Force Majeure. EPCO shall
have no obligation to perform the EPCO Services if its failure to do so is
caused by or results from any act of God, governmental action, natural disaster,
strike, failure of essential equipment, or any other cause or circumstance,
whether similar or dissimilar to the foregoing causes or circumstances, beyond
the reasonable control of EPCO.

    


         2.11 Affiliates. At its
election, EPCO may cause one or more of its Affiliates or third party
contractors reasonably acceptable to the Party receiving any EPCO Services to
provide such EPCO Services; provided, however, EPCO shall remain
responsible for the provision of such EPCO Service in accordance with this
Agreement.


    
      
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         2.12 Dedication of EPCO
Employees. EPCO shall cause the employees initially set forth on Schedule 2.12
to perform EPCO Services exclusively for the benefit of the corresponding DEP
Partnership Entity or its successor set forth on Schedule 2.12.
In addition, EPCO shall designate and cause such additional personnel necessary
to provide EPCO Services exclusively for the benefit of such entities or any
other DEP Partnership Entity or its successor as DEP Holdings shall reasonably
request.

    .

    ARTICLE 3:   
[RESERVED]

    


    


    


    ARTICLE 4:    EPCO’S
INDEMNIFICATION FOR EXCLUDED LIABILITIES

    


         4.1 Indemnification. From and
after the date hereof and subject to the remaining provisions of this
Article 4, EPCO shall indemnify, defend and hold harmless the Partnership
Entities from and against any loss, cost, claim, liability, prepayment or
similar penalty, damage, expense, attorneys fees, judgment, award or settlement
of any kind or nature whatsoever (other than out-of-pocket costs and expenses
incurred by the Partnership Entities in connection with the discharge of their
obligations pursuant to Section 4.2(b)) (collectively, “Losses”) incurred by the
Partnership Entities in connection with the Excluded Liabilities; provided, however, in no event shall
such indemnification obligation, or the term “Losses,” cover or include
exemplary, punitive, special, consequential, indirect, or incidental damages or
lost profits suffered by the Partnership Entities in connection with the
Excluded Liabilities, except to the extent such exemplary, punitive, special,
consequential, indirect or incidental damages or lost profits are actually paid
by any Partnership Entity to a third party.

    


         4.2 Indemnification
Procedures.

    


              (a) EPCO
shall have the right to control all aspects of the defense of any claims (and
any counterclaims) related to the Excluded Liabilities, including, without
limitation, the selection of counsel, determination of whether to appeal any
decision of any court and the settling of any such matter or any issues relating
thereto; provided,
however, that no such
settlement shall be entered into without the consent of the applicable
Partnership Entities unless (i) it includes a full release of the
applicable Partnership Entities from such matter or issues, as the case may be
or (ii) following such settlement there is no realistic scenario under
which the applicable Partnership Entities could be held liable for such matter
or issues.

    


              (b) The
Partnership Entities agree, at their own cost and expense, to cooperate fully
with EPCO with respect to all aspects of the defense of any claims related to
the Excluded Liabilities, including, without limitation, the prompt furnishing
to EPCO of any correspondence or other notice relating thereto that the
applicable Partnership Entities may receive, permitting the names of the
applicable Partnership Entities to be utilized in connection with such defense
and the making available to EPCO of any files, records or other information of
the applicable Partnership Entities that EPCO considers relevant to such
defense; provided,
however, that in
connection therewith EPCO agrees to use reasonable efforts to minimize the
impact thereof on the operations of such Partnership Entities. In no event shall
the obligation of the applicable Partnership Entities to cooperate with EPCO as
set forth in the immediately preceding sentence be construed as imposing upon
the applicable Partnership Entities an obligation to hire and pay for counsel in
connection with the defense of any claims related to the Excluded
Liabilities.

    


    ARTICLE 5:    OTHER
AGREEMENTS

    


         5.1 Insurance Matters. EPCO
hereby agrees to cause the Partnership Entities to be named as insureds or
additional insureds in EPCO’s insurance program, as in effect from time to time.
Subject to Section 2.5, each of the Partnership Entities shall be
allocated, and pay for, such insurance coverage in an amount equal to EPCO’s
cost of insuring the assets and operations of such partnership
entities.

    


         5.2 Sublease of Equipment.
Effective June 1, 1998, EPCO and EPD OLP entered into one or more Sublease
Agreements (the “Sublease
Agreements”), pursuant to which EPCO agreed to sublease to EPD OLP the
equipment covered by the Retained Leases. EPCO has assigned to EPD OLP all
options held by EPCO to purchase any and all equipment subject to the Sublease
Agreements and the Retained Leases.

    


         5.3 EPCO’s
Employees.


    
      
        5 


      

      
         


        
          

        

      

      
         


      

    


              (a) The
obligation of each Billing Agent to pay the Administrative Services Fee shall,
as such obligation relates to EPCO’s expenses incurred to compensate its
employees providing the EPCO Services,

    reimburse
EPCO for the appropriate pro rata cost of such employees’ salaries, wages,
bonuses, benefits, social security and other taxes, workers compensation
insurance, retirement and insurance benefits, training, and other direct and
indirect costs of such employee fringe benefits. The applicable Billing Agent
shall not be obligated to pay any amount directly to EPCO’s employees; provided, however, if EPCO ever fails
to pay any employee providing EPCO Services within 30 days following the
date such employee’s payment is due:

    


              (i)
the applicable Billing Agent or any Affiliate may (w) pay such employee
directly, (x) employ such employee directly, (y) notify EPCO and begin
to pay all employees providing EPCO Services directly, or (z) notify EPCO
that the portion of this Agreement relating to the EPCO Services is terminated
and employ directly any or all of such employees, or employ such other
individuals as the applicable Billing Agent and its Affiliates may choose in
their sole discretion, and

    


              (ii)
EPCO shall reimburse the applicable Billing Agent for any amount that such
Billing Agent or its Affiliate paid to EPCO, for EPCO’s employees providing the
EPCO Services, that EPCO did not pay to, or on behalf of, such
employees.

    


              (b) Notwithstanding
anything in Section 5.3(a) to the contrary, the applicable Billing Agent,
shall have the right, at any time upon at least 90 days notice to EPCO, to
terminate the portion of this Agreement relating to the EPCO Services and to
employ any or all of EPCO’s employees providing the EPCO Services directly, or
employ such other individuals as the applicable Billing Agent or its Affiliates
may choose in its sole discretion.

    


         5.4 Business
Opportunities.

    


              (a) If
any member of the EPCO Group, the EPE Partnership Entities, the EPD Partnership
Entities, or the DEP Partnership Entities (the “Business Opportunity
Parties”) is offered by a third party, or discovers an opportunity to
acquire from a third party, Equity Securities (an “Equity Business
Opportunity”), the Business Opportunity Party that is offered or
discovers such Equity Business Opportunity shall promptly advise the Board of
Directors of EPE GP and present such Equity Business Opportunity to EPE. EPE
shall be presumed to desire to acquire the Equity Securities until such time as
EPE GP advises the EPCO Group, EPD GP (on behalf of the EPD Partnership
Entities) and DEP Holdings (on behalf of the DEP Partnership Entities) that EPE
has abandoned the pursuit of such Equity Business Opportunity. In the event that
the purchase price of the Equity Securities is reasonably likely to equal or
exceed $100 million, any decision to decline the Equity Business
Opportunity shall be made by the Chief Executive Officer of EPE GP after
consultation with and subject to the approval of its Audit and Conflicts
Committee. If the purchase price is reasonably likely to be less than
$100 million, the Chief Executive Officer of EPE GP may make the
determination to decline the Equity Business Opportunity without consulting the
Audit and Conflicts Committee of EPE GP. In the event that EPE abandons the
Equity Business Opportunity and so notifies the EPCO Group, EPD GP (on behalf of
the EPD Partnership Entities) and DEP Holdings (on behalf of the DEP Partnership
Entities), EPD shall have the second right to pursue such Equity Business
Opportunity. EPD shall be presumed to desire to acquire the equity securities
until such time as EPD GP advises the EPCO Group and DEP Holdings (on behalf of
the DEP Partnership Entities) that EPD has abandoned the pursuit of such Equity
Business Opportunity. In determining whether or not to pursue the Equity
Business Opportunity, EPD will follow the same procedures applicable to EPE, as
described above but utilizing EPD GP’s Chief Executive Officer and Audit and
Conflicts Committee. EPD, in its sole discretion, may also keep and designate
such Equity Business Opportunity for the benefit and pursuit by DEP. In such
event, DEP shall have the opportunity to pursue such acquisition until the
earlier of (i) the Board of Directors of DEP Holdings notifies EPD that DEP
does not intend to pursue such Equity Business Opportunity or (ii) EPD
abandons such Equity Business Opportunity for both itself and for the benefit of
DEP. In the event that EPD abandons the Equity Business Opportunity and so
notifies the EPCO Group and DEP Holdings (on behalf of the DEP Partnership
Entities), the EPCO Group may either pursue the Equity Business Opportunity or
offer the Equity Business Opportunity to EPCO Holdings, or the TPP Partnership
Entities, in either case, without any further obligation to the Business
Opportunity Parties. Notwithstanding anything to the contrary in this agreement,
the Chief Executive Officer of EPE GP is not required to present such Equity
Business Opportunity equal to or in excess of $100 million to the Audit and
Conflicts Committee of EPE GP in order to decline such opportunity unless such
opportunity is to be reoffered to, or is desired to be taken by, another Party
to this Agreement or their Affiliates.

    


              (b) If
any Business Opportunity Party is offered by a third party, or discovers a
business opportunity not covered by Section 5.4(a) (a “Non-Equity Securities
Opportunity”), the Business Opportunity Party that is offered or
discovers such Non-Equity Securities Opportunity shall promptly advise the Board
of Directors of EPD GP and


    
      
        6 


      

      
         


        
          

        

      

      
         


      

    


    present
such Non-Equity Securities Opportunity to EPD. EPD shall be presumed to desire
to pursue the Non-Equity Securities Opportunity until such time as EPD GP
advises the EPCO Group, EPE GP (on behalf of the EPE Partnership Entities) and
DEP Holdings (on behalf of the DEP Partnership Entities) that EPD has abandoned
the pursuit of such Non-Equity Securities Opportunity.

    


         In
the event that the purchase price of the Non-Equity Securities Opportunity is
reasonably likely to equal or exceed $100 million, any decision to decline
the Non-Equity Securities Opportunity shall be made by the Chief Executive
Officer of EPD GP after consultation with and subject to the approval of its
Audit and Conflicts Committee. If the purchase price is reasonably likely to be
less than $100 million, the Chief Executive Officer of EPD GP may make the
determination to decline the Non-Equity Securities Opportunity without
consulting the Audit and Conflicts Committee of EPD GP. Notwithstanding anything
to the contrary in this agreement, the Chief Executive Officer of EPD GP is not
required to present such Non-Equity Securities Opportunity equal to or in excess
of $100 million to such Audit and Conflicts Committee in order to decline
such opportunity unless such opportunity is to be reoffered to, or is desired to
be taken by, another Party to this Agreement or their Affiliates.

    


         EPD,
in its sole discretion, may also keep and designate such Non-Equity Securities
Opportunity for the benefit and pursuit by DEP. In such event, DEP shall have
the opportunity to pursue such acquisition until the earlier of (i) the
Board of Directors of DEP Holdings notifies EPD that DEP does not intend to
pursue such Non-Equity Securities Opportunity or (ii) EPD abandons such
Non-Equity Securities Opportunity for both itself and for the benefit of
DEP.

    


         In
the event that EPD abandons the Non-Equity Securities Opportunity and so
notifies the EPCO Group, EPE GP (on behalf of the EPE Partnership Entities) and
DEP Holdings (on behalf of the DEP Partnership Entities), EPE shall have the
second right to pursue such Non-Equity Securities Opportunity. EPE shall be
presumed to desire to pursue the Non-Equity Securities Opportunity until such
time as EPE GP advises the EPCO Group that EPE has abandoned the pursuit of such
opportunity. In determining whether or not to pursue the Non-Equity Securities
Opportunity, EPE will follow the same procedures applicable to EPD, as described
above but utilizing EPE GP’s Chief Executive Officer and Audit and Conflicts
Committee.

    


         In
the event that EPE abandons the Non-Equity Securities Opportunity and so
notifies the EPCO Group, the EPCO Group may either pursue the Non-Equity
Securities Opportunity or offer the Non-Equity Securities Opportunity to EPCO
Holdings or the TPP Partnership Entities, in either case, without any further
obligation to the Business Opportunity Parties.

    


              (c) None
of the EPCO Group, the EPE Partnership Entities, the EPD Partnership Entities
nor the DEP Partnership Entities shall have any obligation to present any
Business Opportunity to any of the TPP Partnership Entities. None of the TPP
Partnership Entities shall have any obligation to present any Business
Opportunity to the EPCO Group, the EPE Partnership Entities, the EPD Partnership
Entities or the DEP Partnership Entities.

    


              (d) Any
Business Opportunity offered to or discovered by any EPCO employee solely
responsible for the business and affairs of any of the TPP Partnership Entities
shall not be subject to the Business Opportunity agreements contained in this
Section 5.4 other than Section 5.4(c).

    


              (e) Any
Business Opportunity offered to or discovered by an EPCO employee solely
responsible for the business and affairs of any of the EPE Partnership Entities
shall be considered a Business Opportunity of the EPE Partnership Entities for
purposes of this Section 5.4.

    


              (f) Any
Business Opportunity offered to or discovered by an EPCO employee solely
responsible for the business and affairs of any of the EPD Partnership Entities
shall be considered a Business Opportunity of the EPD Partnership Entities for
purposes of this Section 5.4.

    


              (g) Any
Business Opportunity offered to or discovered by EPCO employee solely
responsible for the business and affairs of any of the DEP Partnership Entities
shall be considered a Business Opportunity of the DEP Partnership Entities for
purposes of this Section 5.4 only to the extent expressly designated as an
Business Opportunity for the DEP Partnership Entities in accordance with the
agreement of limited partnership of DEP or DEP OLP, and otherwise shall be
considered a Business Opportunity of the EPD Partnership Entities for purposes
of this Section 5.4. DEP and DEP OLP acknowledge and agree that such
partnerships have renounced their interest in Business Opportunities to the
extent set forth in their respective partnership agreements, and hereby agree
that, to the extent such opportunities are abandoned by EPD, EPE, the EPCO Group
or other third parties may rely on such


    
      
        7 


      

      
         


        
          

        

      

      
         


      

    


    agreements
in their respective partnership agreements in connection with their pursuit of
such Business Opportunities.

    


              (h) Any
Business Opportunity offered to or discovered by any EPCO employee who performs
Shared Services shall be allocated to the EPCO Group, the EPE Partnership
Entities, the EPD Partnership Entities and/or the TPP Partnership
Entities:

    


              (i)
to the extent that the Business Opportunity is first presented to such employee
in such employee’s capacity as a representative of the EPCO Group, the EPE
Partnership Entities, the EPD Partnership Entities, the DEP Partnership
Entities, or the TPP Partnership Entities, such Business Opportunity shall be
allocated to the Partnership Entities then represented by such employee (or to
the EPD Partnership Entities with respect to a representative of the DEP
Partnership Entities to the extent not expressly designated as an Business
Opportunity for the DEP Partnership Entities in accordance with the agreement of
limited partnership of DEP or DEP OLP); and

    


              (ii)
to the extent that the Business Opportunity is first presented to such employee
in such employee’s individual capacity without regard to his representation of
any Partnership Entity, such Business Opportunity shall be allocated to the
Partnership Entity for which such employee devotes the most significant amount
of such employee’s time (or to the EPD Partnership Entities with respect to a
representative of the DEP Partnership Entities to the extent not expressly
designated as an Business Opportunity for the DEP Partnership Entities in
accordance with the agreement of limited partnership of DEP or DEP
OLP).

    


              (i) EPCO
has caused all EPCO employees who may receive Business Opportunities to
acknowledge and agree to comply with the Business Opportunity agreements set
forth in this Section 5.4.

    


    


    ARTICLE 6:   
MISCELLANEOUS

    


         6.1 Choice of Law; Submission to
Jurisdiction. This Agreement shall be subject to and governed by the laws
of the State of Texas. Each Party hereby submits to the exclusive jurisdiction
of the state and federal courts in the State of Texas and to exclusive venue in
Houston, Harris County, Texas.

    


         6.2 Notices. All notices or
requests or consents provided for or permitted to be given pursuant to this
Agreement must be in writing and must be given by depositing same in the United
States mail, addressed to the Party to be notified, postpaid, and registered or
certified with return receipt requested or by delivering such notice in person
or by facsimile to such Party. Notice given by personal delivery or mail shall
be effective upon actual receipt. Notice given by facsimile shall be effective
upon actual receipt if received during the recipient’s normal business hours, or
at the beginning of the recipient’s next business day after receipt if not
received during the recipient’s normal business hours. All notices to be sent to
a Party pursuant to this Agreement shall be sent to or made at the address set
forth below such Party’s signature to this Agreement, or at such other address
as such Party may stipulate to the other Parties in the manner provided in this
Section 6.2.

    


         6.3 Entire Agreement;
Supersedure. This Agreement constitutes the entire agreement of the
Parties relating to the matters contained herein, superseding all prior
contracts or agreements among the parties, whether oral or written, relating to
the matters contained herein.

    


         6.4 Effect of Waiver of
Consent. No Party’s express or implied waiver of, or consent to, any
breach or default by any Party in the performance by such Party of its
obligations hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default in the performance by such Party of the same
or any other obligations of such Party hereunder. Failure on the part of a Party
to complain of any act of any Party or to declare any Party in default,
irrespective of how long such failure continues, shall not constitute a waiver
by such Party of its rights hereunder until the applicable statute of
limitations period has run.

    


         6.5 Amendment or Modification.
This Agreement may be amended or modified from time to time only by the
agreement of all the Parties affected by any such amendment; provided, however, that EPE, EPD, DEP
and TPP may not, without the prior approval of its Audit and Conflicts
Committee, agree to any amendment or modification of this Agreement that, in the
reasonable discretion of EPE GP, EPD GP, DEP Holdings, or TPP GP, as applicable,
will materially and adversely affect the holders of units of EPE, EPD, DEP or
TPP, as applicable.


    
      
        8 


      

      
         


        
          

        

      

      
         


      

    


         6.6 Assignment. No Party shall
have the right to assign or delegate its rights or obligations under this
Agreement without the consent of the other Parties.

    


         6.7 Counterparts. This
Agreement may be executed in any number of counterparts with the same effect as
if all Parties had signed the same document. All counterparts shall be construed
together and shall constitute one and the same instrument.

    


         6.8 Severability. If any
provision of this Agreement or the application thereof to any Party or
circumstance shall be held invalid or unenforceable to any extent, the remainder
of this Agreement and the application of such provision to other Parties or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

    


         6.9 Further Assurances. In
connection with this Agreement and all transactions contemplated by this
Agreement, each Party hereto agrees to execute and deliver such additional
documents and instruments and to perform such additional acts as may be
necessary or appropriate to effectuate, carry out and perform all of the terms,
provisions and conditions of this Agreement and all such
transactions.

    


         6.10 Withholding or Granting of
Consent. Unless the consent or approval of a Party is expressly required
not to be unreasonably withheld (or words to similar effect), each Party may,
with respect to any consent or approval that it is entitled to grant pursuant to
this Agreement, grant or withhold such consent or approval in its sole and
uncontrolled discretion, with or without cause, and subject to such conditions
as it shall deem appropriate.

    


         6.11 U.S. Currency. All sums
and amounts payable or to be payable pursuant to the provisions of this
Agreement shall be payable in coin or currency of the United States of America
that, at the time of payment, is legal tender for the payment of public and
private debts in the United States of America.

    


         6.12 Laws and Regulations.
Notwithstanding any provision of this Agreement to the contrary, no Party hereto
shall be required to take any act, or fail to take any act, under this Agreement
if the effect thereof would be to cause such Party to be in violation of any
applicable law, statute, rule or regulation.

    


         6.13 Negation of Rights of Third
Parties. The provisions of this Agreement are enforceable solely by the
Parties, and no limited partner of EPE, EPD, DEP or TPP or other Person shall
have the right to enforce any provision of this Agreement or to compel any Party
to comply with the terms of this Agreement.

    


    [SIGNATURE
PAGES FOLLOW]


    
      
        9 


      

      
         


        
          

        

      

      
         


      

    


     

     

     

         IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by
their respective authorized officers as of January 30, 2009.

    
      
        
          
            	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    EPCO, INC. (formerly
      known as Enterprise

                    Products
      Company, a Texas corporation)

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                    /s/ Richard H.
      Bachmann             

                  	 
      	 
      
	 
      	 
      	
                    Name:

                  	
                     Richard
      H. Bachmann

                  	 
      	 
      
	 
      	 
      	
                    Title:

                  	
                     Group
      Vice-Chairman, Chief Legal

                  	 
      	 
      
	 
      	 
      	 
      	
                     Officer
      and Secretary

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Address for Notice:

                    1100
      Louisiana, 10th Floor

                    Houston,
      Texas 77002

                    Facsimile
      No.: (713) 381-6500

                  	 
      	 
      


          

        

      

    

    


    [signature
page]

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              ENTERPRISE
      GP HOLDINGS L.P.

                            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              EPE
      HOLDINGS, LLC

                              Individually
      and as Sole General Partner of

                              Enterprise
      GP Holdings L.P.

                            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              By:

                            	
                               /s/ W. Randall
      Fowler                         

                            	 
      	 
      
	 
      	 
      	 
      	
                               

                               W.
      Randall Fowler

                            	 
      	 
      
	 
      	 
      	 
      	
                               Executive
      Vice President and

                            	 
      	 
      
	 
      	 
      	 
      	
                               Chief
      Financial Officer

                            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              Address for Notice:

                              1100
      Louisiana, 10th Floor

                              Houston,
      Texas 77002

                              Facsimile
      No.: (713) 381-8200

                            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              ENTERPRISE
      PRODUCTS PARTNERS

                            	 
      	 
      
	 	 	 L.P.	 	 
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              ENTERPRISE
      PRODUCTS

                            	 
      	 
      
	 
      	 
      	 OPERATING LLC	 
      
	 	 	 	 
	 
      	 
      	
                              ENTERPRISE
      PRODUCTS GP, LLC,

                              Individually
      and as Sole General Partner of

                              Enterprise
      Products Partners L.P., and

                            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              ENTERPRISE PRODUCTS
      OLPGP,

                              INC.,

                              Individually
      and as Sole Manager of

                              Enterprise
      Products Operating LLC

                            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              By:

                            	
                               /s/ W. Randall
      Fowler                                           

                            	 
      	 
      
	 
      	 
      	 
      	
                               

                               W.
      Randall Fowler

                            	 
      	 
      
	 
      	 
      	 
      	
                               Executive
      Vice President and

                            	 
      	 
      
	 
      	 
      	 
      	
                               Chief
      Financial Officer

                            	 
      	 
      
	 
      	 
      	
                               

                              Address for Notice:

                              1100
      Louisiana, 10th Floor

                              Houston,
      Texas 77002

                              Facsimile
      No.: (713) 381-8200

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      
        
          
            
              
                
                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          DUNCAN
      ENERGY PARTNERS L.P.

                        	 
      	 
      
	 
      	 
      	
                          DEP
      HOLDINGS, LLC

                          Individually
      and as Sole General Partner

                          of
      Duncan Energy Partners L.P.

                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	
                            /s/ W. Randall
      Fowler                      
      

                        	 
      	 
      
	 
      	 
      	 
      	
                           

                           W.
      Randall Fowler

                        	 
      	 
      
	 
      	 
      	 
      	
                           Executive
      Vice President and

                        	 
      	 
      
	 
      	 
      	 
      	
                           Chief
      Financial Officer

                        	 
      	 
      
	 
      	 
      	
                           

                          Address for Notice:

                          1100
      Louisiana, 10th
      Floor

                          Houston,
      Texas 77002

                          Facsimile
      No.: (713) 381-8200

                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          DEP
      OPERATING PARTNERSHIP, L.P.

                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          By:
      DEP OLPGP, LLC, as Sole General

                        	 
      	 
      
	 	 	Partner	 	 
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	
                           /s/ W. Randall
      Fowler                  
      

                        	 
      	 
      
	 
      	 
      	 
      	
                           

                           W.
      Randall Fowler

                        	 
      	 
      
	 
      	 
      	 
      	
                           Executive
      Vice President and

                        	 
      	 
      
	 
      	 
      	 
      	
                           Chief
      Financial Officer

                        	 
      	 
      
	 
      	 
      	
                           

                          Address for Notice:

                          1100
      Louisiana, 10th
      Floor

                          Houston,
      Texas 77002

                          Facsimile
      No.: (713) 381-8200

                        	 
      	 
      


                

              

            

          

        

      

    

    [signature
page]

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      
        
          
            
              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      TEPPCO
      PARTNERS, L.P.

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      TEXAS
      EASTERN PRODUCTS

                      PIPELINE
      COMPANY, LLC

                      Individually
      and as Sole General Partner of

                      TEPPCO
      Partners, L.P.

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                       /s/ Jerry E.
      Thompson                       
      

                    	 
      	 
      
	 
      	 
      	 
      	
                       

                       Jerry
      E. Thompson

                    	 
      	 
      
	 
      	 
      	 
      	
                       President
      and

                    	 
      	 
      
	 
      	 
      	 
      	
                       Chief
      Executive Officer

                    	 
      	 
      
	 
      	 
      	
                       

                      Address for Notice:

                      1100
      Louisiana, Suite 1600

                      Houston,
      Texas 77002

                      Facsimile
      No.: (713) 381-4039

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      TE
      PRODUCTS PIPELINE COMPANY,

                      LLC

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      TEPPCO
      MIDSTREAM COMPANIES,

                      LLC

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      TCTM,
      L.P.

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      TEPPCO
      GP, Inc.

                      Individually
      and as Sole Manager of TE

                      Products
      Pipeline Company, LLC and

                      TEPPCO
      Midstream Companies, LLC and

                      the
      sole General Partner of TCTM, L.P.

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                       /s/ Jerry E.
      Thompson                    
      

                    	 
      	 
      
	 
      	 
      	 
      	
                       

                       Jerry
      E. Thompson

                    	 
      	 
      
	 
      	 
      	 
      	
                       President
      and

                    	 
      	 
      
	 
      	 
      	 
      	
                       Chief
      Executive Officer

                    	 
      	 
      
	 
      	 
      	
                       

                      Address
      for Notice:

                      1100
      Louisiana, Suite 1600

                      Houston,
      Texas 77002

                      Facsimile
      No.: (713) 381-4039

                    	 
      	 
      


            

          

        

      

    

    [signature
page]

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

     

    Exhibit A

    DEFINED TERMS

    


         “Administrative Services Fee”
shall have the meaning set forth in Section 2.2.

    


         “Affiliate” shall mean, with
respect to any Person, any other Person that directly or indirectly through one
or more intermediaries controls, is controlled by or is under common control
with, the Person in question. As used herein, the term “control” means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise. Notwithstanding the foregoing, a Person
shall only be considered an “Affiliate” of the general
partner of EPE, EPD, DEP or TPP, as applicable, if such Person owns, directly or
indirectly, 50% or more of the voting securities of such general partner or
otherwise possesses the sole power to direct or cause the direction of the
management and policies of such general partner.

    


         “Agreement” shall mean this
Fifth Amended and Restated Administrative Services Agreement, as it may be
amended, modified, or supplemented from time to time.

    


         “Audit and Conflicts
Committee” means a committee of the Board of Directors of EPE GP, EPD GP,
DEP Holdings or TPP GP, as applicable, composed entirely of three or more
directors who meet the independence, qualification and experience requirements
established by the Securities Exchange Act and the rules and regulations of the
Commission thereunder and by The New York Stock Exchange, and with respect to
EPD GP and TPP GP, at least two of whom also meet the S&P
Criteria.

    


         “Billing Agent” shall mean
(i) in the case of the EPE Partnership Entities, EPE Holdings, LLC,
(ii) in the case of the EPD Partnership Entities, Enterprise Products GP,
LLC, (iii) in the case of the DEP Partnership Entities, DEP Holdings, and
(iv) in the case of TPP, TEPPCO GP, Inc.

    


         “Business Opportunity” shall
mean, collectively or individually, as the context may require, an Equity
Business Opportunity and/or a Non-Equity Securities Opportunity.

    


         “Business Opportunity Parties”
shall have the meaning set forth in Section 5.4(a).

    


         “Commission” shall mean the
United States Securities and Exchange Commission.

    


         “DEP” shall have the meaning
set forth in the Preamble.

    


         “DEP Holdings” shall have the
meaning set forth in the Preamble.

    


         “DEP OLP” shall have the
meaning set forth in the Preamble.

    


         “DEP Partnership Entities”
shall mean DEP Holdings, DEP, DEP OLP and any Affiliate controlled (and only so
long as such Affiliates are controlled) by DEP Holdings, DEP or DEP OLP (as the
term “control” is used
in the definition of “Affiliate”).

    


         “Effective Date” shall have
the meaning set forth in the Preamble.

    


         “EPCO” shall have the meaning
set forth in the Preamble.

    


         “EPCO Group” shall mean EPCO
and its Affiliates (other than the Partnership Entities).

    


         “EPCO Holdings” shall have the
meaning set forth in Section 2.1(a).

    


         “EPCO Services” shall have the
meaning set forth in Section 2.1.

     

    A-1

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


        
“EPD” shall have the
meaning set forth in the Preamble.

     

         “EPD GP” shall have the
meaning set forth in the Preamble.

    


         “EPD OLP” shall have the
meaning set forth in the Preamble.

    


         “EPD OLPGP” shall have the
meaning set forth in the Preamble.

    


         “EPD Partnership Entities”
shall mean EPD GP, EPD, EPOLLC and any Affiliate controlled (and only so long as
such Affiliates are controlled) by EPD GP, EPD or EPOLLC (as the term “control” is used in the
definition of “Affiliate”).

    


         “EPE” shall have the meaning
set forth in the Preamble.

    


         “EPE GP” shall have the
meaning set forth in the Preamble.

    


         “EPE Partnership Entities”
shall mean EPE GP, EPE and any Affiliate controlled (and only so long as such
Affiliates are controlled) by EPE GP or EPE (as the term “control” is used in the
definition of “Affiliate”) but excluding the
EPD Partnership Entities and the TPP Partnership Entities.

    


         “Equity Business Opportunity”
shall have the meaning set forth in Section 5.4(a).

    


         “Equity Securities” shall mean
(i) general partner interests (or securities which have characteristics
similar to general partner interests) and incentive distribution rights or
similar rights in publicly traded partnerships or interests in Persons that own
or control such general partner or similar interests (collectively, “GP Interests”) and securities
convertible, exercisable, exchangeable or otherwise representing ownership or
control of such GP Interests and (ii) incentive distribution rights and
limited partner interests (or securities which have characteristics similar to
incentive distribution rights or limited partner interests) in publicly traded
partnerships or interests in Persons that own or control such limited partner or
similar interests (collectively, “non-GP Interests”); provided
that such non-GP Interests are associated with GP Interests and are owned by the
owners of GP Interests or their respective Affiliates.

    


         “Excluded Liabilities” shall
mean the following liabilities and obligations:

    


              (a) all
indebtedness of EPCO and its Affiliates other than the Partnership Entities for
borrowed money; and

    


              (b) any
income tax liability of EPCO that may result from the consummation of the
transactions contemplated by the First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment or this Agreement.

    


         “First Amendment” shall have
the meaning set forth in the Recitals.

    


         “Fourth Amendment” shall have
the meaning set forth in the Recitals.

    


        “Independent Director” shall
mean an individual who meets the independence, qualification and experience
requirements of the New York Stock Exchange

    


    


         “Losses” shall have the
meaning set forth in Section 4.1.

    


         “Name” and “Mark” shall mean the name
“Enterprise”, as
described in Registration Number 1,236,995 registered on May 10, 1983 and
issued by the United States Patent and Trademark Office, and the mark “Enterprise”, as described in
Application Registration Number 1,292,612 registered on September 4, 1984
and issued by the United States Patent and Trademark Office.

     

    A-2

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

         “Non-Equity Securities
Opportunity” shall have the meaning set forth in
Section 5.4(b).

    


         “Party” shall mean any one of
the Persons that executes this Agreement.

    


         “Partnership Entity” or “Partnership Entities” shall
mean the individual or collective reference, as the context may require, to the
EPD Partnership Entities, the EPE Partnership Entities, the DEP Partnership
Entities and/or the TPP Partnership Entities.

    


         “Person” means an individual
or a corporation, limited liability company, partnership, joint venture, trust,
unincorporated organization, association, government agency or political
subdivision thereof or other entity.

    


         “Prudent Industry Practices”
shall mean, at a particular time, any of the practices, methods and acts which,
in the exercise of reasonable judgment, will result in the proper operation and
maintenance of the assets owned by a Party or its Affiliates and shall include,
without limitation, the practices, methods and acts engaged in or approved by a
significant portion of the industry at such time with respect to the assets of
the same or similar types as the assets owned by such Party or its Affiliates.
Prudent Industry Practices are not intended to be limited to optimum practices,
methods or acts, to the exclusion of all others, but rather represent a spectrum
of possible practices, methods and acts which could have been expected to
accomplish the desired result at a commercially reasonable cost in a reliable,
safe and timely fashion, in compliance with the applicable limited partnership
agreement and limited liability company agreement and in accordance with all
applicable laws. Prudent Industry Practices are intended to entail the same
standards as the Parties would, in the prudent management of their own
properties, use from time to time.

    


         “Retained Leases” shall mean
the operating leases relating to (i) one cogeneration unit, and
(ii) approximately 100 rail cars, the liabilities of each of which were
retained by EPCO in connection with the formation of EPD and EPD
OLP.

    


         “S&P Criteria” shall mean
a duly appointed member of the Audit and Conflicts Committee who had not been,
at the time of such appointment or at any time in the preceding five years,
(a) a direct or indirect legal or beneficial owner of interests in EPD or
TPP, as applicable, or any of its Affiliates (excluding de minimis ownership
interests having a value of less than $1 million), (b) a creditor,
supplier, employee, officer, director, family member, manager or contractor of
EPD or TPP, as applicable, or any of its Affiliates, or (c) a person who
controls (whether directly, indirectly or otherwise) EPD or TPP, as applicable,
or any of its Affiliates or any creditor, supplier, employee, officer, director,
manager or contractor of EPD or TPP, as applicable, or any of its
Affiliates.

    


         “Second Amendment” shall have
the meaning set forth in the Recitals.

    


         “Securities Act” shall mean
the Securities Act of 1933, as amended, supplemented or restated from time to
time, and any successor to such statute.

    


         “Securities Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, supplemented or
restated from time to time, and any successor to such statute.

    


         “Services Standard” shall
mean, with respect to the performance of the EPCO Services, the good faith
undertaking, on a commercially reasonable basis, to perform the EPCO Services
for the Partnership Entities, at least the same quality and manner as EPCO
Services were provided by EPCO or its Affiliates to the Partnership Entities
during calendar year 2008, and in all material respects in compliance with
applicable laws and Prudent Industry Practices.

    


         “Shared Services” shall mean
the performance of services for more than one of the groups of entities
comprising the EPCO Group, the EPE Partnership Entities, the EPD Partnership
Entities, the DEP Partnership Entities and the TPP Partnership
Entities.

     

    A-3

     

         “Sublease Agreements” shall
have the meaning set forth in Section 5.2.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

         “TCTM” shall have the meaning
set forth in the Preamble.

    


         “TE LP” shall have the meaning
set forth in the Preamble.

    


         “TEPPCO Midstream” shall have
the meaning set forth in the Preamble.

    


         “TEPPCO Inc.” shall have the
meaning set forth in the Preamble.

    


        

    “Third Amendment” shall have
the meaning set forth in the Recitals.    

    


         “TPP” shall have the meaning
set forth in the Preamble.

    


         “TPP GP” shall have the
meaning set forth in the Preamble.

    


         “TPP Partnership Entities”
shall mean TPP GP, TPP and any Affiliate controlled (and only so long as such
Affiliates are controlled) by TPP GP or TPP (as the term “control” is used in the
definition of “Affiliate”).

     

    A-4