Amendment No. 1 to Agreement of Limited Partnership of EPCO Unit II L.P., dated as of November 6, 2023

This Amendment No. 1 dated effective as of November 6, 2023 (this “Amendment”) to the Agreement of Limited Partnership of EPCO Unit II L.P., a Delaware limited partnership (the “Partnership”), is hereby adopted by (i) Enterprise Products Company, a Texas corporation, as the General Partner of the Partnership, (ii) EPCO Holdings, Inc., a Delaware corporation, as the Class A Limited Partner of the Partnership, and (iii) Class B Limited Partners of the Partnership collectively representing a Required Interest.  Capitalized terms used but not otherwise defined herein are used as defined in the LP Agreement (as defined below).

A. The Partnership was formed on November 27, 2018 pursuant to the Delaware Revised Uniform Limited Partnership Act, as the same may be amended, modified or replaced (the “Act”).

B. The Partnership is currently governed by that certain Agreement of Limited Partnership of the Partnership, dated effective as of December 3, 2018, by the Partners (as amended, the “LP Agreement”).

C. The General Partner, the Class A Limited Partner and Class B Limited Partners collectively representing a Required Interest desire to amend the LP Agreement on the terms and conditions hereinafter set forth in accordance with Section 12.05 of the LP Agreement.

NOW, THEREFORE, the LP Agreement is hereby amended as follows:

“‘Vesting Date’ means the earliest of (i) December 3, 2027, (ii) the first date on or after November 6, 2023 for which the Closing Sale Price is greater than or equal to $29.02 (as such dollar amount may be adjusted in the sole discretion of the General Partner in order to reflect any equity split, equity distribution or dividend, reverse split, combination, reclassification, recapitalization or other similar event affecting the EPD Units), (iii) a Change of Control or (iv) dissolution of the Partnership.”

(ii) The following definition is added to Section 1.01 of the LP Agreement, to appear in the appropriate alphabetical order:

“‘Closing Sale Price’ means, for any given date, the closing sale price (or, if no closing sale price is reported, the average of the bid and asked prices) per EPD Unit, as reported for such date in the composite transactions for the principal United States securities exchange on which the EPD Units are traded or, if the EPD Units are not listed on a national or regional stock exchange, as reported by The NASDAQ National Market.”

The first sentence appearing after clause (ii) within Section 11.02(c) of the LP Agreement is amended and restated to read, in its entirety, as follows:

“For purposes of this Section 11.02(c), the ‘fair market value’ of each EPD Unit held by the Partnership on the Vesting Date shall be equal to (a) for any Vesting Date other than December 3, 2027, the Closing Sale Price for such Vesting Date or (b) for a Vesting Date of December 3, 2027, the greater of (i) the Closing Sale Price for such Vesting Date or (ii) the average of the Closing Sale Prices for the 20 trading days ending on such Vesting Date.”

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Amendment as of the date first written above.