Regulatory Allocations Uses in Code Section 754 Adjustment Clause

Code Section 754 Adjustment from Limited Liability Company Agreement

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENOGEX LLC, dated and effective as of [ ], 2008 is entered into by and between ENOGEX OPERATING LLC, a Delaware limited liability company ("Enogex Operating"), and OGE ENOGEX HOLDINGS LLC, a Delaware limited liability company ("OGE Enogex Holdings"). Enogex Operating and OGE Enogex Holdings are sometimes hereinafter referred to collectively as the "Members" and individually as a "Member."

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to sections 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 MONT BELVIEU CAVERNS, 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 (EPD OLP), Enterprise Products OLPGP, Inc., a Delaware corporation (EPD OLPGP), 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 Agreement of Limited Partnership

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P., a Texas limited partnership (the Partnership) is made and entered into as of February 5, 2007, (the Effective Date) by and among the Partners (as defined below).

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership 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 Partners 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 Restated Limited Liability Company Agreement

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of SOUTH TEXAS NGL PIPELINES, 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 (EPD 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 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 Agreement of Limited Partnership

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SABINE PROPYLENE PIPELINE L.P., a Texas limited partnership (the Partnership) is made and entered into as of February 5, 2007, (the Effective Date) by and among the Partners (as defined below).

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership 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 Partners 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 SOUTH TEXAS NGL PIPELINES, LLC, a Delaware limited liability company (the Company), executed on January [ ], 2007 (the Effective Date), is adopted, executed and agreed to, by Enterprise Products Operating L.P., a Delaware limited partnership (EPD 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.