0001324592-08-000137 Sample Contracts

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLC
Limited Liability Company Agreement • November 10th, 2008 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware

This First Amendment dated November 6, 2008 to the Third Amended and Restated Limited Liability Company Agreement (this “Amendment”) of EPE Holdings, LLC (“EPE GP”), dated November 7, 2007, is executed by Dan Duncan LLC (“DDLLC”). Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Limited Liability Company Agreement of EPE GP dated November 7, 2007 (the “LLC Agreement”).

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AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P.
Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership • November 10th, 2008 • Enterprise GP Holdings L.P. • Natural gas transmission

This Amendment No. 3 (this “Amendment No.3”) to the First Amended and Restated Agreement of Limited Partnership of Enterprise GP Holdings L.P. dated effective as of August 29, 2005 (the “Partnership Agreement”) is hereby adopted by EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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