exv10w5




Exhibit 10.5




EXECUTION COPY






AMENDED AND RESTATED

COMPANY AGREEMENT




OF




ENTERPRISE TEXAS PIPELINE LLC

A Texas Limited Liability Company




 









 





AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENTERPRISE TEXAS PIPELINE LLC

A Texas Limited Liability Company




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1

	DEFINITIONS

	 
	 	 	 	 
	1.01 Definitions
	 	 	2	 
	1.02 Construction
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2

	ORGANIZATION

	 
	 	 	 	 
	2.01 Formation
	 	 	2	 
	2.02 Name
	 	 	2	 
	2.03 Registered Office; Registered Agent; Principal Office; Other Offices
	 	 	2	 
	2.04 Purpose
	 	 	2	 
	2.05 Term
	 	 	3	 
	2.06 No State-Law Partnership; Withdrawal
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3

	MATTERS RELATING TO MEMBERS

	 
	 	 	 	 
	3.01 Members
	 	 	3	 
	3.02 Creation of Additional Membership Interest
	 	 	3	 
	3.03 Liability to Third Parties
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 4

	CAPITAL CONTRIBUTIONS

	 
	 	 	 	 
	4.01 Capital Contributions
	 	 	4	 
	4.02 Expansion Project Additional Capital Contributions
	 	 	4	 
	4.03 Loans
	 	 	5	 
	4.04 Return of Contributions
	 	 	5	 
	4.05 Capital Accounts
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 5

	ALLOCATIONS AND DISTRIBUTIONS

	 
	 	 	 	 
	5.01 Allocations
	 	 	6	 
	5.02 Distributions
	 	 	9	 






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	ARTICLE 6

	RIGHTS AND OBLIGATIONS OF MEMBERS

	 
	 	 	 	 
	6.01 Limitation of Members’ Responsibility, Liability
	 	 	10	 
	6.02 Return of Distributions
	 	 	10	 
	6.03 Priority and Return of Capital
	 	 	10	 
	6.04 Competition
	 	 	10	 
	6.05 Admission of Additional Members
	 	 	11	 
	6.06 Withdrawal
	 	 	11	 
	6.07 Indemnification of Members and their Affiliates
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 7

	MEETINGS OF MEMBERS

	 
	 	 	 	 
	7.01 Meetings
	 	 	11	 
	7.02 Place of Meetings
	 	 	11	 
	7.03 Notice of Meetings
	 	 	11	 
	7.04 Meeting of All Members
	 	 	11	 
	7.05 Action by Members Without a Meeting
	 	 	11	 
	7.06 Waiver of Notice
	 	 	12	 
	7.07 Delegation to Manager or the Board
	 	 	12	 
	7.08 Voting and Special Voting Rights of the Members
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 8

	MANAGEMENT

	 
	 	 	 	 
	8.01 Management by Manager or a Board
	 	 	12	 
	8.02 Officers
	 	 	14	 
	8.03 Duties of Officers and Directors
	 	 	17	 
	8.04 Compensation
	 	 	17	 
	8.05 Indemnification
	 	 	17	 
	8.06 Liability of Indemnitees
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 9

	ACCOUNTING METHOD, PERIOD, RECORDS AND REPORTS

	 
	 	 	 	 
	9.01 Accounting Method
	 	 	19	 
	9.02 Accounting Period
	 	 	19	 
	9.03 Records, Audits and Reports
	 	 	19	 
	9.04 Inspection
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 10

	TAX MATTERS

	 
	 	 	 	 
	10.01 Tax Returns.
	 	 	20	 
	10.02 Tax Elections
	 	 	20	 
	10.03 Tax Matters Partner
	 	 	20	 






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	ARTICLE 11

	RESTRICTIONS ON TRANSFERABILITY

	 
	 	 	 	 
	11.01 Transfer Restrictions
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 12

	BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

	 
	 	 	 	 
	12.01 Maintenance of Books
	 	 	21	 
	12.02 Reports
	 	 	21	 
	12.03 Bank Accounts
	 	 	21	 
	12.04 Tax Statements
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 13

	WINDING-UP

	 
	 	 	 	 
	13.01 Events Requiring Winding-Up
	 	 	21	 
	13.02 Winding-Up and Termination
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 14

	MERGER

	 
	 	 	 	 
	14.01 Authority
	 	 	23	 
	14.02 Procedure for Merger or Consolidation
	 	 	23	 
	14.03 Approval by Members of Merger or Consolidation
	 	 	24	 
	14.04 Certificate of Merger or Consolidation
	 	 	24	 
	14.05 Effect of Merger or Consolidation
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 15

	GENERAL PROVISIONS

	 
	 	 	 	 
	15.01 Notices
	 	 	25	 
	15.02 Entire Agreement; Supersedure
	 	 	26	 
	15.03 Effect of Waiver or Consent
	 	 	26	 
	15.04 Amendment or Restatement
	 	 	26	 
	15.05 Binding Effect
	 	 	26	 
	15.06 Governing Law; Severability
	 	 	26	 
	15.07 Further Assurances
	 	 	26	 
	15.08 Offset
	 	 	27	 
	15.09 Counterparts
	 	 	27	 
	15.10 Execution of Additional Instruments
	 	 	27	 
	15.11 Headings
	 	 	27	 







iii 









 








AMENDED AND RESTATED

COMPANY AGREEMENT

OF

ENTERPRISE TEXAS PIPELINE LLC

A Texas Limited Liability Company




     THIS AMENDED AND RESTATED COMPANY AGREEMENT (this “Agreement”) of ENTERPRISE TEXAS PIPELINE
LLC, a Texas limited liability company (the “Company”), executed on December 8, 2008 (the
“Effective Date”), is adopted, executed and agreed to, by Enterprise Holding III, LLC, a Delaware
limited liability company (“Enterprise Holding III” or the “DEP Party”), and Enterprise GTM
Holdings L.P., a Delaware limited partnership (“Enterprise GTM” or the “EPD Party”), as the Members
of the Company.



RECITALS




     A. The Company was formed effective June 30, 2007 by the filing of the Certificate of
Formation with the Secretary of State of the State of Texas.



     B. Enterprise Holding III and Enterprise GTM, as the Company’s Initial Members, executed a
Company Agreement of the Company effective June 30, 2007 (the “Existing Agreement”).



     C. Enterprise GTM entered into that certain Contribution, Conveyance and Assumption Agreement
by and among Duncan Energy Partners L.P. (“DEP”), DEP OLPGP, LLC, DEP Operating Partnership, L.P.,
a Delaware limited partnership (“DEP OLP”), Enterprise GTM and Enterprise Holding III on the
Effective Date (the “Contribution Agreement”) whereby:




     (1) Enterprise GTM contributed and assigned a 50% membership interest in the Company
to Enterprise Holding III as a capital contribution; and




     (2) Enterprise Holding III and Enterprise GTM agreed that the membership interests set
forth in the Existing Agreement would immediately thereafter be converted into the
Membership Interests as set forth in this Agreement, including the resulting Class A
membership interest in the Company (the “Class A Interest”) owned by Enterprise Holding III;




     (3) Enterprise GTM contributed all of the member interests in Enterprise Holding III
(the “Enterprise Holding III Member Interests”) to DEP as consideration for the receipt of
(i) cash and (ii) common units of DEP; and




     (4) DEP contributed the Enterprise Holding III Member Interest to DEP OLP as a capital
contribution.



     D. Enterprise Holding III and Enterprise GTM deem it advisable to amend and restate the
Existing Agreement in its entirety as set forth herein to reflect (i) the contribution and
assignment to Enterprise Holding III of the Membership Interests noted above and (ii) the



 









 







conversion of the existing Membership Interests set forth in the Existing Agreement into the
Membership Interests set forth in this Agreement.



ARTICLE 1

DEFINITIONS




     1.01 Definitions. Each capitalized term used herein shall have the meaning given such term in
Attachment I.



     1.02 Construction. Unless the context requires otherwise: (a) the gender (or lack of gender)
of all words used in this Agreement includes the masculine, feminine and neuter; (b) references to
Articles and Sections refer to Articles and Sections of this Agreement; (c) references to Laws
refer to such Laws as they may be amended from time to time, and references to particular
provisions of a Law include any corresponding provisions of any succeeding Law; (d) references to
money refer to legal currency of the United States of America; (e) “including” means “including
without limitation” and is a term of illustration and not of limitation; (f) all definitions set
forth herein shall be deemed applicable whether the words defined are used herein in the singular
or the plural; and (g) neither this Agreement nor any other agreement, document or instrument
referred to herein or executed and delivered in connection herewith shall be construed against any
Person as the principal draftsperson hereof or thereof.



ARTICLE 2

ORGANIZATION




     2.01 Formation. The Company was organized as a Texas limited liability company by the filing
of a Certificate of Formation (“Organizational Certificate”) on June 28, 2007 but effective June
30, 2007 with the Secretary of State of the State of Texas under and pursuant to the TLLCL.



     2.02 Name. The name of the Company is “Enterprise Texas, LLC” and all Company business must
be conducted in that name or such other names that comply with Law as the Board may select.



     2.03 Registered Office; Registered Agent; Principal Office; Other Offices. The registered
office of the Company required by the TLLCL to be maintained in the State of Texas shall be the
office of the initial registered agent for service of process named in the Organizational
Certificate or such other office (which need not be a place of business of the Company) as the
Board may designate in the manner provided by Law. The registered agent for service of process of
the Company in the State of Texas shall be the initial registered agent for service of process
named in the Organizational Certificate or such other Person or Persons as the Board may designate
in the manner provided by Law. The principal office of the Company in the United States shall be
at such a place as the Board may from time to time designate, which need not be in the State of
Texas, and the Company shall maintain records there and shall keep the street address of such
principal office at the registered office of the Company in the State of Texas. The Company may
have such other offices as the Board may designate.



     2.04 Purpose. The purposes of the Company are the transaction of any or all lawful business
for which limited liability companies may be organized under the TLLCL.



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     2.05 Term. The period of existence of the Company commenced on June 30, 2007 and shall end at
such time as a Certificate of Termination is filed in accordance with Section 13.02(c).



     2.06 No State-Law Partnership; Withdrawal. It is the intent that the Company shall be a
limited liability company formed under the Laws of the State of Texas and shall not be a
partnership (including a limited partnership) or joint venture, and that the Members not be a
partner or joint venturer of any other party for any purposes other than federal and state tax
purposes, and this Agreement may not be construed to suggest otherwise. A Member does not have the
right to Withdraw from the Company; provided, however, that a Member shall have the power to
Withdraw at any time in violation of this Agreement. If a Member exercises such power in violation
of this Agreement, (a) such Member shall be liable to the Company and its Affiliates for all
monetary damages suffered by them as a result of such Withdrawal; and (b) such Member shall not
have any rights under Section 101.205 of the TLLCL. In no event shall the Company have the right,
through specific performance or otherwise, to prevent a Member from Withdrawing in violation of
this Agreement.



ARTICLE 3

MATTERS RELATING TO MEMBERS




     3.01 Members.



          (a) Enterprise Holding III has previously been admitted as a Member of the Company, and as of
the date hereof owns all of the Class A Interest with a Voting Ratio and initial Percentage
Interest as set forth on Exhibit A hereto and with such other rights and obligations as set
forth in this Agreement (the “Class A Interest”), which Class A Interest shall represent a
continuation of all of the Membership Interests of Enterprise Holding III prior to the date hereof
together with the Membership Interest previously held by Enterprise GTM that has been contributed
to Enterprise Holding III on the date hereof.




          (b) Enterprise GTM has previously been admitted as a Member of the Company, and as of the date
hereof owns all of the Class B Interest with a Voting Ratio and initial Percentage Interest as set
forth on Exhibit A hereto and with such other rights and obligations as set forth in this
Agreement (the “Class B Interest”).




     3.02 Creation of Additional Membership Interest. As of the date hereof, the only authorized
Membership Interests are the Class A Interest and the Class B Interest. The Company may issue
additional Membership Interests in the Company only in compliance with the provisions in Article 5
of the Omnibus Agreement. The Company shall be bound by the terms of such Omnibus Agreement.



     3.03 Liability to Third Parties. No Member or beneficial owner of any Membership Interest
shall be liable for the Liabilities of the Company.



3









 





ARTICLE 4

CAPITAL CONTRIBUTIONS




     4.01 Capital Contributions.



          (a) The amount of money and the fair market value (as of the date of contribution) of any
property (other than money) contributed to the Company by a Member shall constitute a “Capital
Contribution.” Any reference in this Agreement to the Capital Contribution of a Member shall
include a Capital Contribution of its predecessors in interest.




          (b) The Class A Member is the assignee of its Membership Interests, and the Member or its
predecessor in interest has made certain Capital Contributions.




          (c) The Class B Member is the assignee of its Membership Interests, and the Member or its
predecessor in interest has made certain Capital Contributions.




          (d) Except as set forth below in Sections 4.01(e)-(f), no Member shall be required to make any
additional Capital Contributions on or after the date of this Agreement.




          (e) In the event the Manager or the Board, as applicable, determine for any quarter there
exists an operating cash flow deficit such that available cash is insufficient to cover operating
expenses, debt service and a reasonable contingency reserve (but excluding for purposes of
clarification cash needed for acquisitions or Expansion Projects), the Manager or the Board may
require each of the Members to make additional Capital Contributions pro rata in accordance with
their respective Voting Ratios in an amount sufficient to cover such operating cash flow deficit.




          (f) In connection with the distributions under Section 5.02 with respect to the fourth quarter
of the Company’s fiscal year, the Class B Member shall be required to make an additional Capital
Contribution in amount necessary for the Company to make the Tier I Distribution with respect to
such quarter and any unpaid shortfall in the Tier I Distribution with respect to previous quarterly
periods in the same calendar year; provided, such required additional Capital Contribution shall in
no event exceed the amounts distributed in accordance with Section 5.02 to the Class B Member
previously with respect to completed quarters during such fiscal year.




     4.02 Expansion Project Additional Capital Contributions.



          (a) The Company may request additional Capital Contributions to fund Expansion Projects
(“Expansion Cash Calls”). Except as otherwise provided in this Section 4.02 or otherwise agreed to
by each of the Members, any requested Capital Contribution for Expansion Cash Calls attributable to
an Expansion Project shall be made by the Members in accordance with their Percentage Interest.
The costs of construction of, or acquisition of assets relating to, and other expenditures for
Expansion Projects funded exclusively out of Capital Contributions made by the Members (the
“Expansion Costs”) and the related funding of Expansion Cash Calls shall be borne solely by the
Members participating as set forth below in this Section 4.02, unless agreed to otherwise by all of
such Members, in an amount equal to the product of (A) the aggregate amount of the Expansion Costs
multiplied by (B) a fraction, the



4









 







numerator of which is the Percentage Interest of such participating Member and the denominator
of which is the aggregate Percentage Interest of all of the participating Members.



          (b) The Manager or the Board shall provide written notice to the Members of the date
contributions are due, which date shall be not less than 30 nor more than 90 Days following the
date of such notice, the aggregate amount of the Capital Contribution required and each Member’s
share thereof, and setting forth in reasonable detail the proposed Expansion Project and Expansion
Costs associated therewith. Each Member shall advise the Manager or the Board in writing within 20
Days whether it elects to make an Expansion Capital Contribution.



          (c) If the DEP Party, as the holder of the Class A Interest, elects to make an Expansion
Capital Contribution with respect to an Expansion Project within 20 Days after notice of such
Expansion Cash Call, then (i) the EPD Party, as the holder of the Class B Interest, may make
additional Capital Contributions of cash in an amount up to the product of its Percentage Interest
and the amount of the applicable Expansion Cash Call and (ii) the DEP Party shall make additional
Capital Contributions of cash equal to the excess of the Expansion Cash Call over amounts elected
to be contributed by the EPD Party under clause (i) immediately preceding.



          (d) If the DEP Party elects not to make an Expansion Capital Contribution with respect to an
Expansion Project within 20 Days after notice of such Expansion Cash Call, then the EPD Party may
make Expansion Capital Contributions of cash in an amount equal to 100% of such Expansion Cash
Call. Notwithstanding the foregoing, the DEP Party may subsequently elect to make additional
Capital Contribution associated with any Expansion Project by paying to the EPD Party, within 90
Days following the applicable Initial Commencement Date, an amount equal to the product of (i) the
sum of (A) the amount of the Expansion Capital Contributions associated with such Expansion
Project, plus (B) the effective cost of capital to the EPD Party based on the weighted average
interest rate of the EPD Party incurred for borrowings during such period as determined by the
Manager or the Board in its reasonable judgment, minus (C) any amounts distributed to the EPD Party
with respect to its additional Capital Contributions associated with such Expansion Project
pursuant to the provisions of Section 5.02(b)(ii) multiplied by the Percentage Interest of the DEP
Party, and (ii) the Percentage Interest of the DEP Party. If the DEP Party makes a payment
pursuant to this Section 4.02(d), then (1) the DEP Party shall be deemed to make a cash Capital
Contribution to the Company in an amount equal to such payment, (2) the Company shall be deemed to
make a cash distribution to the EPD Party in an amount equal to such payment.



     4.03 Loans. If the Company does not have sufficient cash to pay its obligations, any Member
that may agree to do so may, upon approval by the Manager or the Board, advance all or part of the
needed funds for such obligation to or on behalf of the Company. An advance described in this
Section 4.03 constitutes a loan from the Member to the Company, shall bear interest at a rate
comparable to the rate the Company could obtain from third parties, from the date of the advance
until the date of repayment, and is not a Capital Contribution.



     4.04 Return of Contributions. A Member is not entitled to the return of any part of its
Capital Contributions or to be paid interest in respect of its Capital Contributions. An unrepaid
Capital Contribution is not a liability of the Company or of any Member. No Member will be



5









 







required to contribute or to lend any cash or property to the Company to enable the Company to
return any Member’s Capital Contributions.



     4.05 Capital Accounts.



          (a) A separate capital account shall be established and maintained for each Member in
accordance with Treas. Reg. § 1.704-1(b)(2)(iv).



          (b) Each Member’s capital account (a) shall be increased by (i) the amount of money
contributed by that Member to the Company, (ii) the fair market value of property contributed by
that Member to the Company (net of liabilities secured by the contributed property that the Company
is considered to assume or take subject to under section 752 of the Code), and (iii) allocations to
that Member of Company income and gain (or items of income and gain), including income and gain
exempt from tax and income and gain described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding
income and gain described in Treas. Reg. § 1.704-1(b)(4)(i), and (b) shall be decreased by (i) the
amount of money distributed to that Member by the Company, (ii) the fair market value of property
distributed to that Member by the Company (net of liabilities secured by the distributed property
that the Member is considered to assume or take subject to under section 752 of the Code), (iii)
allocations to that Member of expenditures of the Company described in section 705(a)(2)(B) of the
Code, and (iv) allocations of Company loss and deduction (or items of loss and deduction),
including loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding items
described in clause (b)(iii) above and loss or deduction described in Treas. Reg. §
1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii).



          (c) The Members’ capital accounts also shall be maintained and adjusted as permitted by the
provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas.
Reg. §§ 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to
the Members of depreciation, depletion, amortization, and gain or loss as computed for book
purposes rather than the allocation of the corresponding items as computed for tax purposes, as
required by Treas. Reg. § 1.704-1(b)(2)(iv)(g).



ARTICLE 5

ALLOCATIONS AND DISTRIBUTIONS




     5.01 Allocations.



          (a) General. After giving effect to the special allocations set forth in Section 5.01(b), for
purposes of maintaining the capital accounts and in determining the rights of the Members among
themselves, the Profits and Losses of the Company shall be allocated and charged to the Members’
capital accounts in accordance with their Percentage Interests; provided, however, Losses shall not
be allocated pursuant to this Section 5.01(a) to the extent such allocation would cause any Member
to have a deficit adjusted capital account balance at the end of such taxable year (or increase any
existing deficit adjusted capital account balance) but shall instead be allocated to the Member(s)
with a positive adjusted capital balance to the extent of such balance.



6









 





          (b) Special Allocations. Notwithstanding any other provisions of this Section 5.01, the
following special allocations shall be made prior to making any allocations provided for in 5.01(a)
above:



               (i) Minimum Gain Chargeback. Notwithstanding any other provision hereof to the contrary, if
there is a net decrease in Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or §
1.704-2) for a taxable year (or if there was a net decrease in Minimum Gain for a prior taxable
year and the Company did not have sufficient amounts of income and gain during prior years to
allocate among the Members under this subsection 5.01(b)(i), then items of income and gain shall be
allocated to each Member in an amount equal to such Member’s share of the net decrease in such
Minimum Gain (as determined pursuant to Treas. Reg. § 1.704-2(g)(2)). It is the intent of the
Members that any allocation pursuant to this subsection 5.01(b)(i) shall constitute a “minimum gain
chargeback” under Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith.



               (ii) Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of
this Article 5, except subsection 5.01(b)(i), if there is a net decrease in Member Nonrecourse Debt
Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or § 1.704-2), during any taxable
year, any Member who has a share of the Member Nonrecourse Debt Minimum Gain shall be allocated
such amount of income and gain for such year (and subsequent years, if necessary) determined in the
manner required by Treas. Reg. § 1.704-2(i)(4) as is necessary to meet the requirements for a
chargeback of Member Nonrecourse Debt Minimum Gain.



               (iii) Priority Allocations.



                    (A) Items of Company gross income or gain for the taxable period shall be to the Class A
Member until the cumulative amount of such items allocated to the Class A Member pursuant to this
Section 5.01(b)(iii)(A) for the current and all previous taxable years equals the cumulative amount
of distributions made to the Class A Member pursuant to Section 5.02(a)(i) for the current and all
previous taxable years.



                    (B) After the application of Section 5.01(b)(iii)(A), all or any portion of the remaining
items of gross income or gain for the taxable period shall be allocated to the Class B Member,
until the cumulative amount of such items allocated to the Class B Member pursuant to this Section
5.01(b)(iii)(B) for the current and all previous taxable years equals the cumulative amount of
distributions made to the Class B Member pursuant to Section 5.02(a)(ii) for the current and all
previous taxable years.



                    (C) After the application of Sections 5.01(b)(iii)(A) and (B), all or any portion of the
remaining items of gross income or gain for the taxable period shall be allocated 2% to the Class A
Member and 98% to the Class B Member, until the cumulative amount of such items allocated to the
Class A Member and the Class B Member pursuant to this Section 5.01(b)(iii)(C) for the current and
all previous taxable years equals the cumulative amount of distributions made to such holders
pursuant to Section 5.02(a)(iii) for the current and all previous taxable years.



7









 





               (iv) Qualified Income Offset. Except as provided in subsection 5.01(b)(i) and (ii) hereof, in
the event any Member unexpectedly receives any adjustments, allocations or distributions described
in Treas. Reg. Sections 1.704-1(b)(2)(i)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specifically allocated to such
Member in an amount and manner sufficient to eliminate, to the extent required by the Allocation
Regulations, the deficit balance, if any, in its adjusted capital account created by such
adjustments, allocations or distributions as quickly as possible.



               (v) Gross Income Allocations. In the event any Member has a deficit balance in its adjusted
capital account at the end of any Company taxable period, such Member shall be specially allocated
items of Company gross income and gain in the amount of such excess as quickly as possible.



               (vi) Company Nonrecourse Deductions. Company Nonrecourse Deductions (as determined under
Treas. Reg. Section 1.704-2(c)) for any fiscal year shall be allocated among the Members in
proportion to their Membership Interests.



               (vii) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions (as defined under
Treas. Reg. Section 1.704-2(i)(2)) shall be allocated pursuant to Treas. Reg. Section 1.704-2(i) to
the Member who bears the economic risk of loss with respect to the partner nonrecourse debt to
which it is attributable.



               (viii) Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of
any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the
Allocation Regulations, to be taken into account in determining capital accounts, the amount of
such adjustment to the capital accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item
of gain or loss shall be specially allocated to the Members in a manner consistent with the manner
in which their capital accounts are required to be adjusted pursuant to the Allocation Regulations.



               (ix) Curative Allocation. The special allocations set forth in subsections 5.01(b)(i), (ii)
and (iv)-(vii) (the “Regulatory Allocations”) are intended to comply with the Allocation
Regulations. Notwithstanding any other provisions of this Section 5.01, the Regulatory Allocations
shall be taken into account in allocating items of income, gain, loss and deduction among the
Members such that, to the extent possible, the net amount of allocations of such items and the
Regulatory Allocations to each Member shall be equal to the net amount that would have been
allocated to each Member if the Regulatory Allocations had not occurred.



          (c) For federal income tax purposes, except as otherwise required by the Code, the Allocation
Regulations or the following sentence, each item of Company income, gain, loss, deduction and
credit shall be allocated among the Members in the same manner as corresponding items are allocated
in Section 5.01(a) and (b). Notwithstanding any provisions contained herein to the contrary,
solely for federal income tax purposes, items of income, gain, depreciation, gain or loss with
respect to property contributed or deemed contributed to the Company by a Member or whose value is
adjusted pursuant to the Allocation Regulations shall be allocated among the Members so as to take
into account the variation between the Company’s



8









 







tax basis in such property and its Carrying Value in the manner provided under section 704(c)
of the Code and Treas. Reg. § 1.704-3(d) (i.e. the “remedial method”).



     5.02 Distributions.



          (a) At least quarterly prior to commencement of winding up under Section 13.01, the Manager or
the Board shall determine in its reasonable judgment to what extent (if any) the Company’s cash on
hand exceeds its current and anticipated needs, including, without limitation, for operating
expenses, debt service, acquisitions, and a reasonable contingency reserve. Except as otherwise
set forth in Section 4.02 or this Section 5.02, if such an excess exists, the Manager or the Board
shall cause the Company to distribute to the Members an amount in cash equal to that excess on or
before the date 30 days following the end of each fiscal quarter as follows:



               (i) First, to the Class A Member an amount equal to the positive amount, if any, of (A)
0.25 multiplied by the Priority Return multiplied by the DEP Distribution Base, plus (B)
cash contributions (excluding Expansion Capital Contributions, as defined in this Agreement
and pursuant to the agreements of limited partnership of Enterprise GC and Enterprise
Intrastate), if any, made by the DEP Party to the Company, Enterprise GC and Enterprise
Intrastate with respect to such period required in accordance with this Agreement and their
respective partnership agreements to fund a quarterly operating cash flow deficit, less (C)
aggregate net cash distributions, if any, received by the DEP Party from Enterprise GC and
Enterprise Intrastate with respect to such period ((A) plus (B) less (C) being referred to
as the “Tier I Distribution”), plus (D) any unpaid shortfall in the Tier I Distribution with
respect to previous quarterly periods in the same calendar year; then,



               (ii) Second, to the Class B Member an amount equal to the positive amount, if any, of
(A) 0.25 multiplied by the Priority Return multiplied by the EPD Distribution Base, plus (C)
aggregate net cash contributions (excluding Expansion Capital Contributions, as defined in
this Agreement and pursuant to the agreements of limited partnership of Enterprise GC and
Enterprise Intrastate), if any, made by the EPD Party to the Company, Enterprise GC and
Enterprise Intrastate required in accordance with this Agreement and their respective
partnership agreements to fund a quarterly cash flow deficit, less (C) aggregate net cash
distributions, if any, received by the EPD Party from Enterprise GC and Enterprise
Intrastate with respect to such period ((A) plus (B) less (C) being referred to as the “Tier
II Distribution”), plus (D) any unpaid shortfall in the Tier II Distribution with respect to
previous quarterly periods in the same calendar year; then,



               (iii) Third, 2% to the Class A Member and 98% to the Class B Member (the “Tier III
Distribution”).



          (b) From time to time the Manager or the Board also may cause property of the Company to be
distributed to the Members, which distribution must be made in accordance with the priorities set
forth in Section 5.02(a) or, with respect to any Expansion Cash Flow, in accordance with Section
5.02(d), and may be made subject to existing liabilities and obligations.



9









 




Immediately prior to such a distribution, the capital accounts of the Members shall be
adjusted as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f).




          (c) For purposes of Section 5.02(a) and the definitions of the DEP Distribution Base and the
EPD Distribution Base, each Expansion Capital Contribution shall be made with respect to an
Expansion Project and shall be deemed made and applicable to the foregoing calculations only
effective as of the first day of the quarter immediately following the Initial Commencement Date of
such Expansion Project.



          (d) For purposes of Section 5.02(a), if the DEP Party elects to make an Expansion Capital
Contribution, the Priority Return for purposes of that section only may be increased or decreased
based on the DEP Party’s (or its Affiliates’) weighted cost of capital associated with such
Expansion Capital Contribution, together with its cost of capital for its investments in the
Company, Enterprise GC and Enterprise Intrastate, as determined by the DEP Party, plus 1%, and to
the extent such revised Priority Return is approved or ratified by each of (i) the Audit, Conflicts
and Governance Committee of the board of directors of the general partner of DEP, and (ii) the EPD
Party.



ARTICLE 6

RIGHTS AND OBLIGATIONS OF MEMBERS




     6.01 Limitation of Members’ Responsibility, Liability. The Members shall not perform any act
on behalf of the Company, incur any expense, obligation or indebtedness of any nature on behalf of
the Company, or in any manner participate in the management of the Company, except as specifically
contemplated hereunder. No Member shall be liable under a judgment, decree or order of a court, or
in any other manner, except as agreed to by any such Member, for the indebtedness or any other
obligations or liabilities of the Company or liable, responsible or accountable in damages to the
Company or its Members for breach of fiduciary duty as a Member, for any acts performed within the
scope of the authority conferred on it by this Agreement, or for its failure or refusal to perform
any acts except those expressly required by or pursuant to the terms of this Agreement, or for any
debt or loss in connection with the affairs of the Company, except as required by the TLLCL.



     6.02 Return of Distributions. In accordance with Section 101.206 of the TLLCL, a Member will
be obligated to return any distribution from the Company if the Member had knowledge that he
received the distribution in violation of Section 101.206 of the TLLCL or as provided by applicable
Law.



     6.03 Priority and Return of Capital. Except as may be provided in this Agreement, no Member
shall have priority over any other Member, either as to the return of Capital Contributions or as
to profits, losses or distributions; provided that this Section shall not apply to loans (as
distinguished from Capital Contributions) that a Member has made to the Company.



     6.04 Competition. Except as otherwise expressly provided in this Agreement, each Member may
engage in or possess an interest in any other business venture or ventures, including any activity
that is competitive with the Company without offering any such



10









 







opportunity to the Company, and neither the Company nor the other Member shall have any rights
in or to such venture or ventures or activity or the income or profits derived therefrom.



     6.05 Admission of Additional Members. The Company shall not admit additional Members without
the prior written consent of all of the Members.



     6.06 Withdrawal. No Member may withdrawal from the Company.



     6.07 Indemnification of Members and their Affiliates. To the extent permitted by law, the
Company shall (to the extent of the assets of the Company) indemnify, defend and hold harmless each
Member, and each officer, employee, director, manager or equivalent thereof, the general partner
and each officer, employee, director, manager or equivalent thereof of such Member from and against
all losses, expenses, claims or liabilities, including reasonable attorneys’ fees and
disbursements, arising out of or in connection with the indebtedness or any other obligation or
liabilities of the Company, other than losses, expenses, claims or liabilities of such indemnified
Member which result from a violation in any material respect of any of the provisions of this
Agreement or fraud, willful misconduct, gross negligence or misappropriation of funds. The
foregoing indemnity expressly includes an indemnity with respect to the negligence (excluding the
gross negligence) of a Member.



ARTICLE 7

MEETINGS OF MEMBERS




     7.01 Meetings. Meetings of the Members, for any purpose or purposes, unless otherwise
prescribed by law, may be called by the Manager, the Chairman of the Board or the President of the
Company or by any other Member. The chairperson at any meeting shall be designated by the Chairman
of the Board or the President of the Company.



     7.02 Place of Meetings. Meetings of the Members shall be held at the principal place of
business of the Company or at such other place as may be designated by the Manager, the Chairman of
the Board or the President of the Company.



     7.03 Notice of Meetings. Except as provided in Section 7.04, written notice stating the
place, day and hour of the meeting and the purpose or purposes for which the meeting is called
shall be sent not less than five days before the date of the meeting, either personally, by
facsimile or by mail, by or at the direction of the person calling the meeting, to each Member.



     7.04 Meeting of All Members. If all of the Members shall meet at any time and place and
consent to the holding of a meeting at such time and place, such meeting shall be valid without
call or notice, and at such meeting any lawful action may be taken.



     7.05 Action by Members Without a Meeting. Action required or permitted to be taken at a
meeting of Members may be taken without a meeting if the action is evidenced by one or more written
consents describing the action taken, signed by all Members and delivered to the Secretary or any
Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company
records. Action taken under this Section is effective when all Members have signed the consent,
unless the consent specifies a different effective date.



11









 





     7.06 Waiver of Notice. When any notice is required to be given to any Member, a waiver
thereof in writing signed by the Person entitled to such notice, whether before, at or after the
time stated therein, shall be equivalent to the giving of such notice.



     7.07 Delegation to Manager or the Board. Except as may be otherwise specifically provided in
this Agreement or the TLLCL, the Members agree that they shall act solely through the mechanisms
provided herein relating to the appointment and authority of the Manager or the Board, as
applicable.



     7.08 Voting and Special Voting Rights of the Members. Except as may be otherwise specifically
provided in this Agreement or the TLLCL, the Members agree that the following actions requiring a
vote of the Members shall require the vote of the Members as follows:



          (a) In the event the Members are entitled to elect Directors, the Members shall be entitled to
vote on the election of Directors as set forth in Section 8.01(b) and (f).



          (b) The vote and approval by all of the Members shall be required (i) to amend or restate this
Agreement (as also provided in Section 15.04), or to repeal or adopt a new limited liability
company agreement, or to amend or restate the Certificate of Formation of the Company, (ii) to
increase or decrease the number of Directors constituting the Board pursuant to Section 8.01, (iii)
to approve a fundamental business transaction by the Company (including, without limitation, the
sale of all or substantially all of the assets of the Company, or to approve or adopt any merger or
consolidation (as also provided in Section 14.03(b)) as described in Section 101.356(c) of the
TLLCL, (iv) to approve an action that would make it impossible for the Company to carry out the
ordinary business of the Company as described in Section 101.356(c) of the TLLCL, (v) to approve
the actions and matters set forth in Section 101.356(d) of the TLLCL, (vi) for the Company to
approve or permit the issuance of any equity securities (or any securities convertible, exercisable
or exchangeable into any equity securities) by any Subsidiary of the Company to any person other
than direct or indirect wholly owned Subsidiaries of the Company, or (vii) for the Company to
approve or permit any repurchases or redemptions of any equity interest of the Company or its
Subsidiaries (other than of equity interests of its Subsidiaries by the Company or direct or
indirect wholly owned Subsidiaries of the Company).



          (c) The vote of the Members holding a majority of the Voting Interest shall be required for
any other matters under the TLLCL requiring the vote of a majority of the Members.



ARTICLE 8

MANAGEMENT




     8.01 Management by Manager or a Board.



          (a) Generally. Subject to the provisions of the TLLCL and any limitations or powers reserved
to the Members under this Agreement, the business and affairs of the Company shall be fully vested
in, and managed by, the Class A Member (the “Manager”) or, if the Class A Member resigns or is
removed as Manager in accordance with this Agreement, a Board of Managers (the “Board”), and,
subject to the discretion of the Manager or the Board, as applicable, the officers elected pursuant
to this Article 8. The Manager or Directors, as applicable, and officers shall collectively
constitute “managers” of the Company within the



12









 







meaning of the TLLCL. Except as otherwise provided in this Agreement, the authority and
functions of the Board (if applicable), on the one hand, and of the officers, on the other hand,
shall be identical to the authority and functions of the Board and officers, respectively, of a
corporation organized under the Texas Business Organizations Code. The officers shall be vested
with such powers and duties as are set forth in this Article 8 and as are specified by the Manager
or the Board, as applicable. Accordingly, except as otherwise specifically provided in this
Agreement, the business and affairs of the Company shall be managed under the direction of the
Manager or the Board, as applicable, and the day-to-day activities of the Company shall be
conducted on the Company’s behalf by the officers who shall be agents of the Company.



          (b) Number; Qualification; Tenure. Following the resignation or removal of the Manager, the
number of Directors constituting any initial Board shall be three. The Class A Member shall be
entitled to elect two Directors and the Class B Member shall be entitled to elect one Director.
The number of Directors constituting the Board may be increased or decreased from time to time by
resolution of all of the Members. Except as provided in Section 8.01(e) hereof, each Director so
elected shall hold office for the full term to which he shall have been elected and until his
successor is duly elected and qualified, or until his earlier death, resignation or removal. Any
Director may resign at any time upon notice to the Company. A Director need not be a Member of the
Company or a resident of the State of Texas.



          (c) Regular Meetings. Regular quarterly and annual meetings of the Board shall be held at
such time and place as shall be designated from time to time by resolution of the Board. Notice of
such regular quarterly and annual meetings shall not be required.



          (d) Special Meetings. Special meetings of the Board may be held at any time, whenever called
by the Chairman of the Board, the President of the Company or a majority of Directors then in
office, at such place or places within or without the State of Texas as may be stated in the notice
of the meeting. Notice of the time and place of a special meeting must be given by the person or
persons calling such meeting at least twenty-four (24) hours, before the special meeting. The
attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except
where a Director attends a meeting for the sole purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any special meeting of the Board need be specified in the notice
or waiver of notice of such meeting.



          (e) Term; Resignation; Vacancies; Removal. The Manager shall hold office until the earlier of
its resignation or removal. When applicable, each Director shall hold office until his successor
is appointed and qualified or until his earlier resignation or removal. The Manager may resign at
any time upon written notice to the Class B Member. Any Director may resign at any time upon
written notice to the Board, the Chairman of the Board, to the Chief Executive Officer or to any
other Officer. Such resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary to make it
effective. Vacancies and newly created directorships resulting from any increase in the authorized
number of Directors or from any other cause shall be filled by an affirmative vote of a majority of
the remaining Directors then in office, though less than a quorum, or by a sole remaining Director,
and each Director so elected shall hold office for the remainder of the full term in which the new
directorship was created or the vacancy occurred and



13









 







until such Director’s successor is duly elected and qualified, or until his earlier
resignation, removal or death. The Manager may be removed as Manager only by the vote or written
consent of all of the Members (including the Class A Member). Any Director may be removed, with or
without cause, any time by the Member who elected such Director, and the vacancy in the Board
caused by any such removal shall be filled by the Member who elected such Director.



          (f) Quorum; Required Vote for Action. Except as may be otherwise specifically provided by law
or this Agreement, at all meetings of the Board a majority of the whole Board shall constitute a
quorum for the transaction of business. The vote of a majority of the Directors present at any
meeting of the Board at which there is a quorum shall be the act of the Board. If a quorum shall
not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum shall be
present.



          (g) Committees. When applicable, the Board may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of one or more of the
Directors of the Company. The Board may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, and in the absence of a designation
by the Board of an alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether or not he, she or
they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting
in place of any absent or disqualified member. Any committee, to the extent provided in the
resolution of the Board establishing such committee, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the Company, and may
authorize the seal of the Company to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board when required.



     The designation of any such committee and the delegation thereto of authority shall not
operate to relieve the Board, or any member thereof, of any responsibility imposed upon it or him
by law, nor shall such committee function where action of the Board is required under applicable
law. The Board shall have the power at any time to change the membership of any such committee and
to fill vacancies in it. A majority of the members of any such committee shall constitute a
quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as
it may deem necessary. Except as otherwise provided by the Board, meetings of any committee shall
be conducted in the same manner as the Board conducts its business pursuant to this Agreement, as
the same shall from time to time be amended. Any member of any such committee elected or appointed
by the Board may be removed by the Board whenever in its judgment the best interests of the Company
will be served thereby, but such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of a member of a committee shall not of itself
create contract rights.



     8.02 Officers.



          (a) Generally. The officers of the Company shall be appointed by the Manager or the Board, as
applicable. Unless provided otherwise by resolution of the Manager or



14









 







the Board, as applicable, the Officers shall have the titles, power, authority and duties
described below in this Section 8.02.



          (b) Titles and Number. The Officers of the Company shall be the Chairman of the Board (if and
when a Board exists, unless the Board provides otherwise), the Chief Executive Officer, the
President, any and all Vice Presidents (including any Vice Presidents who may be designated as
Executive Vice President or Senior Vice President), the Secretary, the Chief Financial Officer, any
Treasurer and any and all Assistant Secretaries and Assistant Treasurers and the General Counsel.
There shall be appointed from time to time such Vice Presidents, Secretaries, Assistant
Secretaries, Treasurers and Assistant Treasurers as the Manager or the Board may desire. Any
person may hold more than one office.



          (c) Appointment and Term of Office. The Officers shall be appointed by the Manager or the
Board, as applicable, at such time and for such term as the Manager or the Board shall determine.
Any Officer may be removed, with or without cause, only by the Manager or the Board. Vacancies in
any office may be filled only by the Manager or the Board.



          (d) Chairman of the Board. The Chairman of the Board shall preside at all meetings of the
Board and he shall be a non-executive unless and until other executive powers and duties are
assigned to him from time to time by the Board.



          (e) Chief Executive Officer. Subject to the limitations imposed by this Agreement, any
employment agreement, any employee plan or any determination of the Manager or the Board, the Chief
Executive Officer, subject to the direction of the Manager or the Board, shall be the chief
executive officer of the Company and shall be responsible for the management and direction of the
day-to-day business and affairs of the Company, its other Officers, employees and agents, shall
supervise generally the affairs of the Company and shall have full authority to execute all
documents and take all actions that the Company may legally take. In the absence of the Chairman
of the Board, the Chief Executive Officer shall preside at all meetings (should he be a director)
of the Board. The Chief Executive Officer shall exercise such other powers and perform such other
duties as may be assigned to him by this Agreement, the Manager or the Board, including any duties
and powers stated in any employment agreement approved by the Manager or the Board.



          (f) President. Subject to the limitations imposed by this Agreement, any employment
agreement, any employee plan or any determination of the Manager or the Board, the President,
subject to the direction of the Manager or the Board, shall be the chief executive officer of the
Company in the absence of a Chief Executive Officer and shall be responsible for the management and
direction of the day-to-day business and affairs of the Company, its other Officers, employees and
agents, shall supervise generally the affairs of the Company and shall have full authority to
execute all documents and take all actions that the Company may legally take. The President shall
preside at all meetings of the Members and, in the absence of the Chairman of the Board and a Chief
Executive Officer, the President shall preside at all meetings (should he be a director) of the
Board. The President shall exercise such other powers and perform such other duties as may be
assigned to him by this Agreement or the Manager or the Board, including any duties and powers
stated in any employment agreement approved by the Manager or the Board.



15









 





          (g) Vice Presidents. In the absence of a Chief Executive Officer and the President, each Vice
President (including any Vice Presidents designated as Executive Vice President or Senior Vice
President) appointed by the Manager or the Board shall have all of the powers and duties conferred
upon the President, including the same power as the President to execute documents on behalf of the
Company. Each such Vice President shall perform such other duties and may exercise such other
powers as may from time to time be assigned to him by the Manager or the Board, or the President.



          (h) Secretary and Assistant Secretaries. The Secretary shall record or cause to be recorded
in books provided for that purpose the minutes of the meetings or actions of the Manager or the
Board, shall see that all notices are duly given in accordance with the provisions of this
Agreement and as required by law, shall be custodian of all records (other than financial), shall
see that the books, reports, statements, certificates and all other documents and records required
by law are properly kept and filed, and, in general, shall perform all duties incident to the
office of Secretary and such other duties as may, from time to time, be assigned to him by this
Agreement, the Manager or the Board, or the President. The Assistant Secretaries shall exercise
the powers of the Secretary during that Officer’s absence or inability or refusal to act.



          (i) Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of account of the Company. He shall
receive and deposit all moneys and other valuables belonging to the Company in the name and to the
credit of the Company and shall disburse the same and only in such manner as the Board or the
appropriate Officer of the Company may from time to time determine. He shall render to the Manager
or the Board and the Chief Executive Officer, whenever any of them request it, an account of all
his transactions as Chief Financial Officer and of the financial condition of the Company, and
shall perform such further duties as the Manager or the Board or the Chief Executive Officer may
require. The Chief Financial Officer shall have the same power as the Chief Executive Officer to
execute documents on behalf of the Company.



          (j) Treasurer and Assistant Treasurers. The Treasurer shall have such duties as may be
specified by the Chief Financial Officer in the performance of his duties. The Assistant
Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or
refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to
sign all certificates, contracts, obligations and other instruments of the Company. If no
Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed
Treasurer and Assistant Treasurer, the Senior Vice President, or such other Officer as the Manager
or the Board shall select, shall have the powers and duties conferred upon the Treasurer.



          (k) General Counsel. The General Counsel subject to the discretion of the Manager or the
Board, shall be responsible for the management and direction of the day-to-day legal affairs of the
Company. The General Counsel shall perform such other duties and may exercise such other powers as
may from time to time be assigned to him by the Manager or the Board or the President.



          (l) Powers of Attorney. The Company may grant powers of attorney or other authority as
appropriate to establish and evidence the authority of the Officers and other persons.



16









 





          (m) Delegation of Authority. Unless otherwise provided by resolution of the Manager or the
Board, no Officer shall have the power or authority to delegate to any person such Officer’s rights
and powers as an Officer to manage the business and affairs of the Company.



          (n) Officers. The Manager or the Board shall appoint Officers of the Company to serve from
the date of such appointment until the death, resignation or removal by the Manager or the Board
with or without cause of such officer.



     8.03 Duties of Officers and Directors. Except as otherwise specifically provided in this
Agreement, the duties and obligations owed to the Company and to the Manager or the Board by the
Officers of the Company and by members of the Board of the Company (but not, for purposes of
clarification, any Manager) shall be the same as the respective duties and obligations owed to a
corporation organized under the Texas Business Organizations Code by its officers and directors,
respectively.



     8.04 Compensation. The members of the Board who are neither Officers nor employees of the
Company shall be entitled to compensation as directors and committee members as approved by the
Manager or the Board and shall be reimbursed for out-of-pocket expenses incurred in connection with
attending meetings of the Board or committees thereof.



     8.05 Indemnification.



          (a) To the fullest extent permitted by Law but subject to the limitations expressly provided
in this Agreement, each Indemnitee (as defined below) shall be indemnified and held harmless by the
Company from and against any and all losses, claims, damages, liabilities (joint or several),
expenses (including reasonable legal fees and expenses), judgments, fines, penalties, interest,
settlements and other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, in which any such person may
be involved, or is threatened to be involved, as a party or otherwise, by reason of such person’s
status as (i) a present or former member of the Board or any committee thereof, (ii) a present or
former Member (including as the Manager), (iii) a present or former Officer, or (iv) a Person
serving at the request of the Company in another entity in a similar capacity as that referred to
in the immediately preceding clauses (i) or (iii), provided, that the Person described in the
immediately preceding clauses (i), (ii), (iii) or (iv) (“Indemnitee”) shall not be indemnified and
held harmless if there has been a final and non-appealable judgment entered by a court of competent
jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking
indemnification pursuant to this Section 8.05, the Indemnitee acted in bad faith or engaged in
fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the
Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 8.05 shall be made
only out of the assets of the Company.



          (b) To the fullest extent permitted by law, expenses (including reasonable legal fees and
expenses) incurred by an Indemnitee who is indemnified pursuant to Section 8.05(a) in defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company
prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by
the Company of an undertaking by or on behalf of the



17









 







Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled
to be indemnified as authorized in this Section 8.05.



          (c) The indemnification provided by this Section 8.05 shall be in addition to any other rights
to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both
as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other
capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity.



          (d) The Company may purchase and maintain insurance, on behalf of the Manager or the members
of the Board, the Officers and such other persons as the Manager or the Board shall determine,
against any liability that may be asserted against or expense that may be incurred by such person
in connection with the Company’s activities, regardless of whether the Company would have the power
to indemnify such person against such liability under the provisions of this Agreement.



          (e) For purposes of this Section 8.05, the Company shall be deemed to have requested an
Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the
Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves
services by, the Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes
assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall
constitute “fines” within the meaning of Section 8.05(a); and action taken or omitted by the
Indemnitee with respect to an employee benefit plan in the performance of such Indemnitee’s duties
for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the
best interests of the Company.



          (f) In no event may an Indemnitee subject any Members of the Company to personal liability by
reason of the indemnification provisions of this Agreement.



          (g) An Indemnitee shall not be denied indemnification in whole or in part under this
Section 8.05 because the Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.



          (h) The provisions of this Section 8.05 are for the benefit of the Indemnitees, their heirs,
successors, assigns and administrators and shall not be deemed to create any rights for the benefit
of any other Persons.



          (i) No amendment, modification or repeal of this Section 8.05 or any provision hereof shall in
any manner terminate, reduce or impair either the right of any past, present or future Indemnitee
to be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee
under and in accordance with the provisions of this Section 8.05 as in effect immediately prior to
such amendment, modification or repeal with respect to claims arising from or relating to matters
occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when
such claims may arise or be asserted, and such Person became an Indemnitee hereunder prior to such
amendment, modification or repeal.



18









 





          (j) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 8.05 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.



     8.06 Liability of Indemnitees.



          (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall
be liable for monetary damages to the Company, the Members or any other Person for losses sustained
or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a
final and non-appealable judgment entered in a court of competent jurisdiction determining that, in
respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful
misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct
was criminal.



          (b) Subject to its obligations and duties as set forth in this Article 8, the Manager or the
Board and any committee thereof may exercise any of the powers granted to it by this Agreement and
perform any of the duties imposed upon it hereunder either directly or by or through the Company’s
Officers or agents, and neither the Manager or the Board nor any committee thereof shall be
responsible for any misconduct or negligence on the part of any such Officer or agent appointed by
the Manager or the Board or any committee thereof in good faith.



          (c) Any amendment, modification or repeal of this Section 8.06 or any provision hereof shall
be prospective only and shall not in any way affect the limitations on liability under this
Section 8.06 as in effect immediately prior to such amendment, modification or repeal with respect
to claims arising from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may be asserted.



ARTICLE 9

ACCOUNTING METHOD, PERIOD, RECORDS AND REPORTS




     9.01 Accounting Method. The books and records of account of the Company shall be maintained
in accordance with the accrual method of accounting.



     9.02 Accounting Period. The Company’s accounting period shall be the Fiscal Year.



     9.03 Records, Audits and Reports. At the expense of the Company, the Manager or the Board
shall maintain books and records of account of all operations and expenditures of the Company.



     9.04 Inspection. The books and records of account of the Company shall be maintained at the
principal place of business of the Company or such other location as shall be determined by the
Manager or the Board and shall be open to inspection by the Members at all reasonable times during
any business day.



19









 





ARTICLE 10

TAX MATTERS




     10.01 Tax Returns. The Manager or the Board shall cause to be prepared and filed all
necessary federal and state income tax returns for the Company, including making the elections
described in Section 10.02. Each Member shall furnish to the Manager or the Board all pertinent
information in its possession relating to Company operations that is necessary to enable the
Company’s income tax returns to be prepared and filed.



     10.02 Tax Elections. The Company shall make the following elections on the appropriate tax
returns:



          (a) to adopt a fiscal year ending on December 31 of each year;



          (b) to adopt the accrual method of accounting and to keep the Company’s books and records on
the income-tax method;



          (c) to adjust the basis of Company properties pursuant to section 754 of the Code; and



          (d) any other election the Manager or the Board may deem appropriate and in the best interests
of the Members.


Neither the Company nor any Member may make an election for the Company to be excluded from the
application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar
provisions of applicable state law.




     10.03 Tax Matters Partner. The Class A Member shall be the “tax matters partner” of the
Company pursuant to section 6231(a)(7) of the Code. Tax matters partner shall take such action as
may be necessary to cause each Member to become a “notice partner” within the meaning of section
6223 of the Code. The tax matters partner shall inform each Member of all significant matters that
may come to its attention in its capacity as tax matters partner by giving notice on or before the
fifth Business Day after becoming aware of the matter and, within that time, shall forward to each
Member copies of all significant written communications it may receive in that capacity.



ARTICLE 11

RESTRICTIONS ON TRANSFERABILITY




     11.01 Transfer Restrictions. Except as set forth in Article 4 of the Omnibus Agreement, no
Member shall be permitted to sell, assign, transfer or otherwise dispose of, or mortgage,
hypothecate or otherwise encumber, or permit or suffer any encumbrance of, all or any portion of
its Member Interest without the prior written consent of all other Members (which consent may be
withheld in the sole discretion of such Members).



20









 





ARTICLE 12

BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS




     12.01 Maintenance of Books.



          (a) The Manager or the Board shall keep or cause to be kept at the principal office of the
Company or at such other location approved by the Manager or the Board complete and accurate books
and records of the Company, supporting documentation of the transactions with respect to the
conduct of the Company’s business and minutes of the proceedings of the Manager or the Board and
any other books and records that are required to be maintained by applicable Law.



          (b) The books of account of the Company shall be maintained on the basis of a fiscal year that
is the calendar year and on an accrual basis in accordance with generally accepted accounting
principles, consistently applied, except that the capital accounts of the Members shall be
maintained in accordance with Section 4.04.



     12.02 Reports. The Manager or the Board shall cause to be prepared and delivered to each
Member such reports, forecasts, studies, budgets and other information as the Members may
reasonably request from time to time.



     12.03 Bank Accounts. Funds of the Company shall be deposited in such banks or other
depositories as shall be designated from time to time by the Manager or the Board. All withdrawals
from any such depository shall be made only as authorized by the Manager or the Board and shall be
made only by check, wire transfer, debit memorandum or other written instruction.



     12.04 Tax Statements. The Company shall use reasonable efforts to furnish, within 90 Days of
the close of each taxable year of the Company, estimated tax information reasonably required by the
Members for federal and state income tax reporting purposes.



ARTICLE 13

WINDING-UP




     13.01 Events Requiring Winding-Up.



          (a) The Company shall be wound up on the first to occur of the following events (each a
“Winding-Up Event”):



               (i) the unanimous consent of the Members in writing;



               (ii) the entry of a judicial order winding up the Company;



               (iii) at any time there are no Members of the Company, unless the Company is continued in
accordance with the TLLCL or this Agreement.



          (b) No other event shall cause a winding up of the Company.



21









 





          (c) Upon the occurrence of any event that causes there to be no Members of the Company, to the
fullest extent permitted by law, the personal representative of the last remaining Member is hereby
authorized to, and shall, within 90 days after the occurrence of the event that terminated the
continued membership of such Member in the Company, agree in writing (i) to continue the Company
and (ii) to the admission of the personal representative or its nominee or designee, as the case
may be, as a substitute Member of the Company, effective as of the occurrence of the event that
terminated the continued membership of such Member in the Company.



          (d) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall
not cause such Member to cease to be a member of the Company and, upon the occurrence of such an
event, the Company shall continue without winding up.



     13.02 Winding-Up and Termination.



          (a) On the occurrence of a Winding-Up Event, the Manager or the Board shall select one or more
Persons to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of
the Company and make final distributions as provided herein and in the TLLCL. The costs of winding
up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to
operate the Company properties with all of the power and authority of the Manager or the Board.
The steps to be accomplished by the liquidator are as follows:



               (i) as promptly as possible after final winding up, the liquidator shall cause a proper
accounting to be made by a recognized firm of certified public accountants of the Company’s assets,
liabilities, and operations through the last calendar day of the month in which the dissolution
occurs or the final winding up is completed, as applicable;



               (ii) the liquidator shall discharge from Company funds all of the debts, liabilities and
obligations of the Company or otherwise make adequate provision for payment and discharge thereof
(including the establishment of a cash escrow fund for contingent liabilities in such amount and
for such term as the liquidator may reasonably determine); and



               (iii) all remaining assets of the Company shall be distributed to the Members as follows:



                    (A) the liquidator may sell any or all Company property, including to Members, and any
resulting gain or loss from each sale shall be computed and allocated to the capital accounts of
the Members;



                    (B) with respect to all Company property that has not been sold, the fair market value of that
property shall be determined and the capital accounts of the Members shall be adjusted to reflect
the manner in which the unrealized income, gain, loss, and deduction inherent in property that has
not been reflected in the capital accounts previously would be allocated among the Members if there
were a taxable disposition of that property for the fair market value of that property on the date
of distribution; and



                    (C) Company property shall be distributed among the Members in accordance with the positive
capital account balances of the Members, as determined after



22









 







taking into account all capital account adjustments for the taxable year of the Company during
which the liquidation of the Company occurs (other than those made by reason of this clause (iii));
and those distributions shall be made by the end of the taxable year of the Company during which
the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).



          (b) The distribution of cash or property to a Member in accordance with the provisions of this
Section 13.02 constitutes a complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its share of all the Company’s property and constitutes a
compromise to which all Members have consented within the meaning of Section 101.154 of the TLLCL.
No Member shall be required to make any Capital Contribution to the Company to enable the Company
to make the distributions described in this Section 13.02.



          (c) On completion of such final distribution, the liquidator shall file a Certificate of
Termination with the Secretary of State of the State of Texas and take such other actions as may be
necessary to terminate the existence of the Company.



ARTICLE 14

MERGER




     14.01 Authority. The Company may merge or consolidate with one or more limited liability
companies, corporations, business trusts or associations, real estate investment trusts, common law
trusts or unincorporated businesses, including a general partnership or limited partnership, formed
under the laws of the State of Texas or any other jurisdiction, pursuant to a written agreement of
merger or consolidation (“Merger Agreement”) in accordance with this Article 14.



     14.02 Procedure for Merger or Consolidation. The merger or consolidation of the Company
pursuant to this Article 14 requires the prior approval of a Manager or the majority the Board and
compliance with Section 14.03. Upon such approval, the Merger Agreement shall set forth:



          (a) The names and jurisdictions of formation or organization of each of the business entities
proposing to merge or consolidate;



          (b) The name and jurisdiction of formation or organization of the business entity that is to
survive the proposed merger or consolidation (“Surviving Business Entity”);



          (c) The terms and conditions of the proposed merger or consolidation;



          (d) The manner and basis of exchanging or converting the equity securities of each constituent
business entity for, or into, cash, property or general or limited partnership or limited liability
company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if
any general or limited partnership or limited liability company interests, rights, securities or
obligations of any constituent business entity are not to be exchanged or converted solely for, or
into, cash, property or general or limited partnership or limited liability company interests,
rights, securities or obligations of the Surviving Business Entity, the cash, property or



23









 







general or limited partnership or limited liability company interests, rights, securities or
obligations of any general or limited partnership, limited liability company, corporation, trust or
other entity (other than the Surviving Business Entity) which the holders of such interests,
rights, securities or obligations of the constituent business entity are to receive in exchange
for, or upon conversion of, their interests, rights, securities or obligations and (ii) in the case
of securities represented by certificates, upon the surrender of such certificates, which cash,
property or general or limited partnership or limited liability company interests, rights,
securities or obligations of the Surviving Business Entity or any general or limited partnership,
limited liability company, corporation, trust or other entity (other than the Surviving Business
Entity), or evidences thereof, are to be delivered;



          (e) A statement of any changes in the constituent documents or the adoption of new constituent
documents (the articles or certificate of incorporation, articles of trust, declaration of trust,
certificate or agreement of limited partnership or limited liability company or other similar
charter or governing document) of the Surviving Business Entity to be effected by such merger or
consolidation;



          (f) The effective time of the merger or consolidation, which may be the date of the filing of
the certificate of merger pursuant to Section 14.04 or a later date specified in or determinable in
accordance with the Merger Agreement (provided, that if the effective time of the merger or
consolidation is to be later than the date of the filing of the certificate of merger or
consolidation, the effective time shall be fixed no later than the time of the filing of the
certificate of merger or consolidation and stated therein); and



          (g) Such other provisions with respect to the proposed merger or consolidation as are deemed
necessary or appropriate by the Board.



     14.03 Approval by Members of Merger or Consolidation.



          (a) The Manager or the Board, upon its approval of the Merger Agreement, shall direct that the
Merger Agreement be submitted to a vote of the Members, whether at a meeting or by written consent.
A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a
meeting or the written consent.



          (b) After approval by vote or consent of all of the Members, and at any time prior to the
filing of the certificate of merger or consolidation pursuant to Section 14.04, the merger or
consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger
Agreement.



     14.04 Certificate of Merger or Consolidation. Upon the required approval by the Manager or
the Board and the Members of a Merger Agreement, a certificate of merger or consolidation shall be
executed and filed with the Secretary of State of the State of Texas in conformity with the
requirements of the TLLCL.



24









 





     14.05 Effect of Merger or Consolidation.



          (a) At the effective time of the certificate of merger or consolidation:



               (i) all of the rights, privileges and powers of each of the business entities that has merged
or consolidated, and all property, real, personal and mixed, and all debts due to any of those
business entities and all other things and causes of action belonging to each of those business
entities shall be vested in the Surviving Business Entity and after the merger or consolidation
shall be the property of the Surviving Business Entity to the extent they were property of each
constituent business entity;



               (ii) the title to any real property vested by deed or otherwise in any of those constituent
business entities shall not revert and is not in any way impaired because of the merger or
consolidation;



               (iii) all rights of creditors and all liens on or security interest in property of any of
those constituent business entities shall be preserved unimpaired; and



               (iv) all debts, liabilities and duties of those constituent business entities shall attach to
the Surviving Business Entity, and may be enforced against it to the same extent as if the debts,
liabilities and duties had been incurred or contracted by it.



          (b) A merger or consolidation effected pursuant to this Article 14 shall not (i) be deemed to
result in a transfer or assignment of assets or liabilities from one entity to another having
occurred or (ii) require the Company (if it is not the Surviving Business Entity) to wind up its
affairs, pay its liabilities or distribute its assets as required under Article 13 of this
Agreement or under the applicable provisions of the TLLCL.



ARTICLE 15

GENERAL PROVISIONS




     15.01 Notices. Except as expressly set forth to the contrary in this Agreement, all notices,
requests or consents provided for or permitted to be given under this Agreement must be in writing
and must be delivered to the recipient in person, by courier or mail or by facsimile or other
electronic transmission and a notice, request or consent given under this Agreement is effective on
receipt by the Person to receive it; provided, however, that a facsimile or other electronic
transmission that is transmitted after the normal business hours of the recipient shall be deemed
effective on the next Business Day. All notices, requests and consents to be sent to a Member must
be sent to or made at the addresses given for that Member as that Member may specify by notice to
the other Members. Any notice, request or consent to the Company must be given to all of the
Members. Whenever any notice is required to be given by applicable Law, the Organizational
Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice. Whenever any notice is required to be given by Law, the Organizational Certificate or this
Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such notice.



25









 





     15.02 Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the
Members and their respective Affiliates relating to the subject matter hereof and supersedes all
prior contracts or agreements with respect to such subject matter, whether oral or written.



     15.03 Effect of Waiver or Consent. Except as provided in this Agreement, a waiver or consent,
express or implied, to or of any breach or default by any Person in the performance by that Person
of its obligations with respect to the Company is not a consent or waiver to or of any other breach
or default in the performance by that Person of the same or any other obligations of that Person
with respect to the Company. Except as provided in this Agreement, failure on the part of a Person
to complain of any act of any Person or to declare any Person in default with respect to the
Company, irrespective of how long that failure continues, does not constitute a waiver by that
Person of its rights with respect to that default until the applicable statute-of-limitations
period has run.



     15.04 Amendment or Restatement. This Agreement may be amended or restated only by a written
instrument executed by all Members.



     15.05 Binding Effect. This Agreement is binding on and shall inure to the benefit of the
Members and their respective heirs, legal representatives, successors and assigns.



     15.06 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE
THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER
JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a)
any provision of the Organizational Certificate, or (b) any mandatory, non-waivable provision of
the TLLCL, such provision of the Organizational Certificate or the TLLCL shall control. If any
provision of the TLLCL provides that it may be varied or superseded in the limited liability
company agreement (or otherwise by agreement of the members or managers of a limited liability
company), such provision shall be deemed superseded and waived in its entirety if this Agreement
contains a provision addressing the same issue or subject matter. If any provision of this
Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable
to any extent, (a) the remainder of this Agreement and the application of that provision to other
Persons or circumstances is not affected thereby and that provision shall be enforced to the
greatest extent permitted by Law, and (b) the Members or Directors (as the case may be) shall
negotiate in good faith to replace that provision with a new provision that is valid and
enforceable and that puts the Members in substantially the same economic, business and legal
position as they would have been in if the original provision had been valid and enforceable.



     15.07 Further Assurances. In connection with this Agreement and the transactions contemplated
hereby, each Member shall execute and deliver any additional documents and instruments and perform
any additional acts that may be necessary or appropriate to effectuate and perform the provisions
of this Agreement and those transactions.



26









 





     15.08 Offset. Whenever the Company is to pay any sum to any Member, any amounts that a Member
owes the Company may be deducted from that sum before payment.



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



     15.10 Execution of Additional Instruments. Each Member hereby agrees to execute such other
and further statements of interest and holdings, designations, powers of attorney and other
instruments necessary to comply with any laws, rules or regulations.



     15.11 Headings. The headings in this Agreement are inserted for convenience only and are in
no way intended to describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.



[Signature Page Follows]




27









 





     IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 
	 	MEMBERS:




ENTERPRISE HOLDING III, LLC.

 	 
	 	By:  	Enterprise Products OLPGP, Inc., 	 
	 	 	its general partner 	 
	 
	 	 	 
	 	By:  	
 /s/ Richard H. Bachmann	 
	 	 	Richard H. Bachmann 	 
	 	 	Executive Vice President, Chief Legal Officer and
Secretary 	 
	 
	 	ENTERPRISE GTM HOLDINGS L.P.

 	 
	 	By:  	Enterprise GTMGP, LLC, 	 
	 	 	its general partner 	 
	 
	 	 	 
	 	By:  	
 /s/ Michael A. Creel	 
	 	 	Michael A. Creel 	 
	 	 	Executive Vice President and Chief Financial
Officer 	 
	 




28









 








Attachment I



Defined Terms





     Affiliate – with respect to any Person, each Person Controlling, Controlled by or under common
Control with such first Person.



     Agreement – this Amended and Restated Limited Liability Company Agreement of the Company, as
the same may be amended, modified, supplemented or restated from time to time.



     Allocation Regulations – means Treas. Reg. §§ 1.704-1(b), 1.704-2 and 1.704-3 (including any
temporary regulations) as such regulations may be amended and in effect from time to time and any
corresponding provision of succeeding regulations.



     Bankruptcy or Bankrupt – with respect to any Person, that (a) such Person (i) makes an
assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is
insolvent, or has entered against such Person an order for relief in any bankruptcy or insolvency
proceeding; (iv) files a petition or answer seeking for such Person any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law;
(v) files an answer or other pleading admitting or failing to contest the material allegations of a
petition filed against such Person in a proceeding of the type described in subclauses (i) through
(iv) of this clause (a); or (vi) seeks, consents to or acquiesces in the appointment of a trustee,
receiver or liquidator of such Person or of all or any substantial part of such Person’s
properties; or (b) 120 Days have passed after the commencement of any proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief
under any Law, if the proceeding has not been dismissed, or 90 Days have passed after the
appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of
such Person or of all or any substantial part of such Person’s properties, if the appointment is
not vacated or stayed, or 90 Days have passed after the date of expiration of any such stay, if the
appointment has not been vacated.



     Board – Section 8.01.



     Business Day – any Day other than a Saturday, a Sunday or a Day on which national banking
associations in the State of Texas are authorized or required by Law to close.



     Capital Contribution – with respect to any Member of the Company, the amount of money and the
initial Carrying Value of any property (other than money) contributed to the Company by such
Member.



     Capital Transaction – means the sale, exchange or other disposition of all or substantially
all of the Company assets.



     Carrying Value – means (a) with respect to property contributed to the Company, the fair
market value of such property at the time of contribution reduced (but not below zero) by all
depreciation, depletion (computed as a separate item of deduction), amortization and cost recovery
deductions charged to the Members’ capital accounts, (b) with respect to any property whose value
is adjusted pursuant to the Allocation Regulations, the adjusted value of such



Attachment I – 1









 







property reduced (but not below zero) by all depreciation and cost recovery deductions charged
to the Member’s capital accounts and (c) with respect to any other Company property, the adjusted
basis of such property for federal income tax purposes, all as of the time of determination.



     Class A Interest – Section 3.01(a).



     Class A Member – Enterprise Holding III, as the holder of the Class A Interest.



     Class B Interest – Section 3.01(b).



     Class B Member– Enterprise GTM, as the holder of the Class B Interest.



     Closing Date – December 8, 2008 (the date of this Agreement).



     Company – initial paragraph.



     Control – shall mean the possession, directly or indirectly, of the power and authority to
direct or cause the direction of the management and policies of a Person, whether through ownership
or control of Voting Stock, by contract or otherwise.



     Contributed Capital – shall mean, from time to time, the then aggregate of the initial Capital
Contribution and the additional Capital Contributions, made by a Member to the Company, without
regard to amount of such Member’s Capital Contributions returned or distributed to such Member
pursuant to Section 5.02 hereof.



     Contribution Agreement – Recitals.



     Day – a calendar Day; provided, however, that, if any period of Days referred to in this
Agreement shall end on a Day that is not a Business Day, then the expiration of such period shall
be automatically extended until the end of the first succeeding Business Day.



     Debt – means, as applied to the Company:



     (a) Any indebtedness for borrowed money or debt security of any Person which the Company has
directly or indirectly created, incurred, guaranteed, assumed or otherwise become liable
for;



     (b) Obligations to make payments under leases that in accordance with GAAP are required to
be capitalized on the balance sheet of the Company, as the case may be; and



     (c) Any guarantee by the Company of any debt of another Person of the type described in clause
(a) or (b) of this definition.



     DEP – Recitals.



     DEP Distribution Base – means (1) $730 million, plus (2) aggregate net Expansion Capital
Contributions (as defined in this Agreement and pursuant to the agreements of limited



Attachment I – 2









 







partnership of Enterprise GC and Enterprise Intrastate) made by the DEP Party to the Company,
Enterprise GC and Enterprise Intrastate.



     DEP OLP – Recitals.



     Director – each member of the Board elected as provided in Section 8.01.



     Dispose, Disposing or Disposition means, with respect to any asset, any sale, assignment,
transfer, conveyance, gift, pledge, grant of a security interest, exchange or other disposition or
encumbrance of such asset, whether such disposition be voluntary, involuntary or by operation of
Law, or the acts of the foregoing.



     Effective Date – initial paragraph.



     Enterprise GC – Enterprise GC, L.P., a Texas limited partnership.



     Enterprise GTM– Recitals.



     Enterprise Holding III– Recitals.



     Enterprise Intrastate – Enterprise Intrastate L.P., a Texas limited partnership.



     Enterprise Products OLP – Recitals.



     EPD Distribution Base – means (1) $452.1 million, plus (2) aggregate net Expansion Capital
Contributions (as defined in this Agreement and pursuant to the agreements of limited partnership
of Enterprise GC and Enterprise Intrastate) made by the EPD Party to the Company, Enterprise GC and
Enterprise Intrastate.



     Existing Agreement – Recitals.



     Expansion Capital Contribution – means additional Capital Contributions of cash pursuant to an
Expansion Cash Call in accordance with Section 4.02, or additional Capital Contributions
subsequently made by the DEP Party as an additional Capital Contribution pursuant to Section
4.02(d).



     Expansion
Cash Call – Section 4.02(a).



     Expansion Costs – Section 4.02(a).



     Expansion Project – any expansion activities with respect to the Company’s facilities,
including without limitation, development of new pipelines, entries into and the conversion of
existing storage wells, and the installation of new piping and related facilities.



     Indemnitee – Section 8.05(a).



     Initial Commencement Date – the date on which an Expansion Project has become operational and
is placed into service.



Attachment I – 3









 





     Initial Members – Enterprise Holding III and Enterprise GTM.



     Law – any applicable constitutional provision, statute, act, code (including the Code), law,
regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision,
declaration or interpretative or advisory opinion or letter of a governmental authority.



     Liability – any liability or obligation, whether known or unknown, asserted or unasserted,
absolute or contingent, matured or unmatured, conditional or unconditional, latent or patent,
accrued or unaccrued, liquidated or unliquidated, or due or to become due.



     Manager – Enterprise Holding III, until the earlier of its resignation or removal, or it or
its Affiliates cease to own a Class A Interest.



     Member – any Person executing this Agreement as of the date of this Agreement as a member or
hereafter admitted to the Company as a member as provided in this Agreement, but such term does not
include any Person who has ceased to be a member in the Company.



     Membership Interest – with respect to any Member, (a) that Member’s status as a Member; (b)
that Member’s share of the income, gain, loss, deduction and credits of, and the right to receive
distributions from, the Company; (c) all other rights, benefits and privileges enjoyed by that
Member (under the TLLCL, this Agreement, or otherwise) in its capacity as a Member; and (d) all
obligations, duties and liabilities imposed on that Member (under the TLLCL, this Agreement or
otherwise) in its capacity as a Member, including any obligations to make Capital Contributions.



     Merger Agreement – Section 14.01.



     Net Cash Deficit – for a period, means the net sum, if a negative number, of (without
duplication):



     (a) Net Earnings for such period, after interest and taxes but before depreciation and
amortization, non-cash write-offs, and gains and losses on the sale of Company assets; plus



     (b) proceeds from the sale of Company assets during such period to the extent not included in
clause (a) of this definition; plus



     (c) all other cash receipts during such period not included in clauses (a) or (b) of this
definition from whatever source (including the proceeds of financing or refinancing or insurance,
but excluding receipt of any Capital Contributions made in respect of any prior period);
minus



     (d) Capital expenditures incurred during such period in accordance with this Agreement (other
than those capital expenditures with respect to which the Members have agreed to make Capital
Contributions); minus



     (e) principal payments made on Debt during such period.



Attachment I – 4









 





     Net Cash Flows – for a period, means the net sum, if a positive number, of (without
duplication):



     (a) Net Earnings for such period, after interest and taxes but before depreciation and
amortization, non-cash write-offs, and gains and losses on the sale of Company assets; plus



     (b) proceeds from the sale of Company assets during such period to the extent not included in
clause (a) of this definition; plus



     (c) all other cash receipts during such period not included in clauses (a) or (b) of this
definition from whatever source (including the proceeds of financing or refinancing or insurance,
but excluding receipt of any Capital Contributions made in respect of any prior period);
minus



     (d) Capital expenditures incurred during such period in accordance with this Agreement (other
than those capital expenditures with respect to which the Members have agreed to make Capital
Contributions); minus



     (e) principal payments made on Debt during such period.



     Net Earnings – for a period, the net sum of (i) the aggregate amount of all cash or cash
equivalents (other than Capital Contributions and loans) received by the Company during such period
minus (ii) the amount of operating expenses during such period (or if the Company, for such
period, does not have any operating expenses, expenses paid during such period which are similar in
nature to operating expenses).



     Officers – any person elected as an officer of the Company as provided in Section 8.02(a), but
such term does not include any person who has ceased to be an officer of the Company.



     Omnibus Agreement – means the Omnibus Agreement between Enterprise Products OLP, DEP Holdings,
LLC, DEP, DEP OLPGP, LLC, DEP OLP, Enterprise Lou-Tex Propylene Pipeline L.P., Sabine Propylene
Pipeline L.P., Mont Belvieu Caverns, LLC, South Texas NGL Pipelines, LLC and the Company, dated
February 5, 2007, as amended and restated on the date of this Agreement and after the date hereof
from time to time.



     Organizational Certificate – Section 2.01.



     Percentage Interest – means, with respect to each Member, as of any date, the ratio expressed
as a percentage, of each Member’s capital account on the Closing Date to aggregate capital accounts
of all Members on such date. The initial Percentage Interest of each Member is set forth opposite
the Members’ names on Exhibit A.



     Person – a natural person, partnership (whether general or limited), limited liability
company, governmental entity, trust, estate, association, corporation, venture, custodian, nominee
or any other individual or entity in its own or any representative capacity.



Attachment I – 5









 





     Priority
Return – an initial 11.85% annual rate, which such applicable rate shall increase by
2% multiplied by the Priority Return then in effect as of each January 1, commencing January 1,
2010.



     Profits and Losses – means for each taxable year of the Company an amount equal to the
Company’s taxable income or loss for such year as determined for federal income tax purposes in
accordance with the accounting method and rules used by the Company and in accordance with Section
703(a) of the Code (for such purpose, all items of income, gain, loss or deduction required to be
separately stated pursuant to Section 703(a)(1) of the Code shall be included in taxable income or
loss), subject to the following modifications:



          (a) All fees and other expenses incurred by the Company to promote the sale of (or to sell)
any interest that can neither be deducted nor amortized under Section 709 of the Code, if any,
shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time
such fees and other expenses are required;



          (b) Except as otherwise provided in Treas. Reg. § 1.704-1(b)(2)(iv)(m), the computation of all
items of income, gain, loss and deduction shall be made without regard to any election under
Section 754 of the Code which may be made by the Company;



          (c) Any income of the Company that is exempt from federal income tax and not otherwise taken
into account in computing Profits and Losses shall be added to such taxable income or loss;



          (d) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated
as Code Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(i), and not
otherwise taken into account, shall be subtracted from such taxable income or loss;



          (e) With respect to Company property which, in conformity with Treasury Regulations, has a
book value greater than or less than its adjusted tax basis, “Profits” and “Losses” of the Company
shall be determined by reference to the depreciation and amortization deduction, if any, allowable
with respect to such property as computed for book purposes (and not for tax purposes), as
determined pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(g), and by the gain or loss attributable to
such property as computed for book purposes (and not for tax purposes), by reference to such
property’s adjusted book value; and



          (f) Notwithstanding any other provision of this definition, any items which are specially
allocated to the Members pursuant to Sections 5.01(b) or (c) hereof shall not be taken into account
in computing Profits or Losses.



     Regulatory Allocations – Section 5.01(b)(ix).



     Surviving Business Entity – Section 14.02(b).



     Texas Corporation Law – means the provisions of Title 2 and the provisions of Title 1 to the
extent applicable to corporations under of the Texas Business Organizations Code, as amended from
time to time.



Attachment I – 6









 





     Tier I Distribution – Section 5.02(a)(i).



     Tier II Distribution – Section 5.02(a)(ii).



     Tier III Distribution – Section 5.02(a)(iii).



     TLLCL – The Texas Limited Liability Company Law, part of the Texas Business Organization Code,
and any successor statute, as amended and recodified from time to time.



     Voting Ratio – subject in each case to adjustments in accordance with this Agreement or in
connection with Dispositions of Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such Member’s Membership Interest,
the percentage specified for that Member as its Voting Ratio on Exhibit A, and (b) in the
case of Membership Interests issued pursuant to Section 3.02, the Voting Ratio established pursuant
thereto; provided, however, that the total of all Voting Ratios shall always equal 100%.



     Voting Stock – with respect to any Person, Equity Interests in such Person, the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for the election of, or
otherwise appoint, directors (or Persons with management authority performing similar functions) of
such Person.



     Winding-Up Event – Section 13.01(a).



     Withdraw, Withdrawing and Withdrawal – the withdrawal, resignation or retirement of a Member
from the Company as a Member.




Attachment I – 7









 








Exhibit A




	 	 	 	 	 
	Name and Address of Member	 	Voting Ratio	 	Percentage Interest
	 
	Enterprise Holding III, LLC

	 	51.0% — Class A Interest
	 	22.6% — Class A Interest
	1100 Louisiana Street, 

10th Floor
	 	 	 	 
	Houston, Texas 77002
	 	 	 	 
	 
	 	 	 	 
	Enterprise GTM Holdings L.P.

	 	49.0% — Class B Interest
	 	77.4% — Class B Interest
	1100 Louisiana Street, 

10th Floor
	 	 	 	 
	Houston, Texas 77002
	 	 	 	 







Exhibit A – 8