Exhibit 3.1
AMENDMENT NO. 1
TO
AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
LE GP, LLC
This Amendment No. 1 (this “Amendment No. 1”) to the Amended & Restated Limited Liability
Company Agreement of LE GP, LLC (the “Company”), dated as of May 7, 2007 (the “LLC Agreement”) is
hereby adopted, executed and agreed to, by and among Ray C. Davis (“Davis”), and Kelcy Warren
(“Warren”), each of whom is an individual residing in Texas, and Enterprise GP Holdings, L.P., a
Delaware limited partnership (“EPE”). The parties hereto shall be referenced individually as a
“Member” or “Party” and collectively as “Members” or “Parties.” Capitalized terms used but not
defined herein are used as defined in the LLC Agreement.
WHEREAS, the Members desire to amend the LLC Agreement to increase the number of natural
persons that may serve on the Board of Directors of the Company from ten to eleven, which increase
shall be effective upon the date of this Amendment No. 1; and
WHEREAS, acting pursuant to the power and authority granted to them under Section 13.4 of the
LLC Agreement, the Members have determined that the following amendment is in the best interest of
the Company;
NOW, THEREFORE, the Members do hereby amend the LLC Agreement as follows:
Section 1. Amendment.
(a) Section 6.2(a) is hereby amended and restated as follows:
“Generally. The Board of Directors shall consist of not less than five nor more than eleven
natural persons. The members of the Board of Directors shall be appointed by the Members
constituting a Two-Thirds Interest, provided that at least three of such Directors shall meet the
independence, qualification and experience requirements of the New York Stock Exchange and
Section 10A(m)(3) of the Securities Exchange Act of 1934 (or any successor Law), the rules and
regulations of the SEC, other Applicable Law and the charter of the Audit and Conflicts Committee
(each, an “Independent Director”); provided, however, that if at any time at least three of the
Directors are not Independent Directors, the Board of Directors shall still have all powers and
authority granted to it hereunder, and the Members acting with the approval of a Two-Thirds
Interest shall endeavor to elect, as soon as practicable, such additional Independent Directors as
required to come into compliance with this Section 6.2(a).”
Section 2. General Authority. The appropriate officers of the Company are hereby
authorized to make such further clarifying and conforming changes to the LLC Agreement as they deem
necessary or appropriate, and to interpret the LLC Agreement, in order to give effect to the intent
and purpose of this Amendment No. 1.
Section 3. Ratification of LLC Agreement. Except as expressly modified and amended
herein, all of the terms and conditions of the LLC Agreement shall remain in full force and effect.
Section 4. Governing Law. This Amendment No. 1 will be governed by and construed in
accordance with the laws of the State of Delaware.
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