Allocation Regulations Uses in Code Section 754 Adjustment Clause

Code Section 754 Adjustment from Limited Liability Company Agreement

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of ACADIAN GAS, LLC, a Delaware limited liability company (the Company), executed on February 5, 2007 (the Effective Date), is adopted, executed and agreed to, by Enterprise Products Operating L.P., a Delaware limited partnership (Enterprise Products OLP) and DEP Operating Partnership, L.P., a Delaware limited partnership (DEP OLP), as the Members of the Company.

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.

Code Section 754 Adjustment from Limited Liability Company Agreement

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of DEP OLPGP, LLC, a Delaware limited liability company (the Company), executed on January 19, 2007 (the Effective Date), is adopted, executed and agreed to, by Duncan Energy Partners L.P., a Delaware limited partnership (Duncan Energy Partners), as the sole Member of the Company.

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.

Code Section 754 Adjustment from Limited Liability Company Agreement

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of DEP OLPGP, LLC, a Delaware limited liability company (the Company), executed on , 2007 (the Effective Date), is adopted, executed and agreed to, by Duncan Energy Partners L.P., a Delaware limited partnership (Duncan Energy Partners), as the sole Member of the Company.

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.

Code Section 754 Adjustment from Limited Liability Company Agreement

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of ACADIAN GAS, LLC, a Delaware limited liability company (the Company), executed on , 2007 (the Effective Date), is adopted, executed and agreed to, by Enterprise Products Operating L.P., a Delaware limited partnership (Enterprise Products OLP) and DEP Operating Partnership, L.P., a Delaware limited partnership (DEP OLP), as the Members of the Company.

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.