WAIVER OF PROVISIONS OF THE CONFLICTS POLICIES AND PROCEDURES OF THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 10.12

WAIVER OF PROVISIONS OF THE
CONFLICTS POLICIES AND PROCEDURES OF THE
THIRD AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT

     Effective as of February 13, 2006, each of the undersigned hereby waive the provisions of the Conflicts Policies and Procedures to the Third Amended and Restated Administrative Services Agreement dated August 15, 2005, to the extent that they prohibit or restrict (i) a majority of the members of the boards of directors any of Texas Eastern Products Pipeline Company, LLC, EPE Holdings, LLC and Enterprise Products GP, LLC (the “Affected Entities”) being non-independent directors or (ii) any person from serving as a director of more than one of the boards of directors of the Affected Entities, with respect to the election, whether prior to, on or after the date hereof, as a director of, and/or a member (including a chairman) of a committee of the boards of directors of, more than one of the Affected Entities, of Richard S. Snell, Dan L. Duncan, Robert G. Phillips, Michael A. Creel, W. Randall Fowler and/or Richard H. Bachmann.

     IN WITNESS WHEREOF, the undersigned have caused this waiver to be duly executed by their respective authorized officers as of February 24, 2006, to be effective as of February 13, 2006.