AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SABINE PROPYLENE PIPELINE L.P.

Exhibit 10.17

Execution Copy

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

SABINE PROPYLENE PIPELINE L.P.

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
SABINE PROPYLENE PIPELINE L.P.

TABLE OF CONTENTS

EXHIBITS:

ii

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
SABINE PROPYLENE PIPELINE L.P.

     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).

RECITALS

     WHEREAS, the Partnership was formed under the laws of the State of Texas by the Original General Partner’s filing with the Secretary of State of Texas on August 10, 2000 an Original Certificate of Limited Partnership and the execution by the Original General Partner and Original Limited Partner of an Agreement of Limited Partnership (as amended to date, the “ Original Agreement ”) effective as of August 10, 2000 (the “ Organization Date ”);

     WHEREAS, the Original General Partner entered into that certain Contribution, Conveyance and Assumption Agreement by and among DEP Holdings, LLC, Duncan Energy Partners L.P. (“ MLP ”), DEP OLPGP, LLC and DEP Operating Partnership, L.P. on the Effective Date (the “ Contribution Agreement ”) whereby the Original General Partner contributed its 66% general partner interest in the Partnership (the “ GP Interest ”) to MLP as consideration for the receipt of proceeds raised in the initial public offering of MLP;

     WHEREAS, pursuant to the Contribution Agreement, MLP contributed the GP interest to the General Partner as a capital contribution;

     WHEREAS, the General Partner and the Limited Partners now desire to amend the Original Agreement to reflect (i) the contribution of the GP Interest from the Original General Partner to the General Partner, (ii) the withdrawal of the Original General Partner as general partner of the Partnership, (iii) the conversion of the Original General Partner’s remaining 33% of the General Partner Interests into Limited Partner Interests and admittance of EPD OLP to the Partnership as a limited partner and (iv) the substitution of the General Partner as the general partner of the Partnership; and

     WHEREAS, the parties now desire to amend and restate the Original Agreement to set forth their agreements with respect to this Partnership as set forth below and intend for this Agreement to supersede the Original Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived from them, and other good and valuable consideration, the receipt and the sufficiency of which each Partner acknowledges and confesses, the Partners agree as follows:

ARTICLE I: DEFINITIONS

     1.01 Certain Definitions . As used in this Agreement, the following terms have the following meanings:

     “ Act ” means the Texas Revised Limited Partnership Act and any successor statute, as amended from time to time.

     “ Agreement ” means this Amended and Restated Agreement of Limited Partnership of Sabine Propylene Pipeline L.P., as it may be amended, modified or supplemented in accordance with the provisions below.

     “ Allocation Regulations ” means Treas. Reg. §§ 1.704-1(b), 1.704-2 and 1.703-3 (including any temporary regulations) as such regulations may be amended and in effect from time to time and any corresponding provision of succeeding regulations.

     “ Bankrupt Partner ” means any Partner (whether the General Partner or a Limited Partner) with respect to which an event of the type described in Section 4.02(a)(4) or (5) of the Act has occurred, subject to the lapsing of any period of time therein specified.

     “ Business Day ” means any day other than a Saturday, a Sunday, or a holiday on which banks in the State of Texas generally are closed.

     “ Capital Contribution ” means any contribution by a Partner to the capital of the Partnership.

     “ Carrying Value ” means (a) with respect to property contributed to the Partnership, the fair market value of such property at the time of contribution reduced (but not below zero) by all depreciation, depletion (computed as a separate item of deduction), amortization and cost recovery deductions charged to the Partners’ capital accounts, (b) with respect to any property whose value is adjusted pursuant to the Allocation Regulations, the adjusted value of such property reduced (but not below zero) by all depreciation and cost recovery deductions charged to the Partners’ capital accounts and (c) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination.

     “ Certificate ” means the Certificate of Amendment of Certificate of Limited Partnership of the Partnership, as filed with the Secretary of State of the State of Texas on February 5, 2007, and as amended or restated from time to time.

     “ Code ” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

      “ Contribution Agreement ” has the meaning set forth in the recitals.

      “DEP OLP” means DEP Operating Partnership, L.P., a Delaware limited partnership.

     “ Dispose ” or “ Disposition ” means a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance, or the acts of the foregoing.

      “Effective Date” has the meaning set forth in the first paragraph of this Agreement.

     “ EPD OLP ” means Enterprise Products Operating L.P., a Delaware limited partnership.

     “ General Partner ” means (a) DEP OLP or (b) any other Person subsequently admitted to the Partnership as the general partner as provided in this Agreement, but does not include any Person who has ceased to be the general partner in the Partnership.

     “ GP Interest ” has the meaning set forth in the recitals.

     “ Limited Partner ” means EPD OLP, PPP or any other Person subsequently admitted to the Partnership as a limited partner as provided in this Agreement, but does not include any Person who has ceased to be a limited partner in the Partnership.

     “ MLP ” has the meaning set forth in the recitals.

      “Omnibus Agreement” means the Omnibus Agreement between EPD OLP, DEP Holdings, LLC, MLP, DEP OLPGP, LLC, DEP OLP, Enterprise Lou-Tex Propylene Pipeline L.P., Acadian Gas, LLC, Mont Belvieu Caverns, LLC, South Texas NGL Pipelines, LLC and the Partnership, dated February 5, 2007, as amended or restated from time to time.

      “Original Agreement” means the Agreement of Limited Partnership of the Partnership as of the Organization Date.

      “Organization Date” has the meaning given that term in the recitals.

      “Original Certificate” means the Certificate of Limited Partnership as filed with the Secretary of State of the State of Texas on August 10, 2000.

      “Original General Partner” means EPD OLP.

     “ Original Limited Partner ” means PPP.

     “ Partner ” means the General Partner or any Limited Partner.

     “ Partnership ” has the meaning given that term in the first paragraph.

     “ Partnership Interest ” means the interest of a Partner in the Partnership, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve.

     “ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, unincorporated organization, association, government agency or political subdivision thereof or other entity.

     “ PPP ” means Propylene Pipeline Partnership, L.P., a Texas limited partnership.

     “ Required Interest ” means one or more Limited Partners having among them more than 50% of the Sharing Ratios of all Limited Partners in their capacities as such.

     “ Sharing Ratio ” means (a) in the case of a Partner executing this Agreement as of the date of this Agreement, the percentage specified for that Partner as its Sharing Ratio on Exhibit A, and (b) in the case of a Partnership Interest issued under Section 10.01(c) or 10.02, the Sharing Ratio established in that provision.

     1.02 Other Definitions . Other terms defined in this Agreement have the meanings so given them.

     1.03 Construction . Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes.

ARTICLE II: ORGANIZATION

     2.01 Formation and Continuation . The Partnership has been previously formed as a limited partnership pursuant to the provisions of the Act. The General Partner and the Limited Partners hereby amend and restate in its entirety the Original Agreement. Subject to the provisions of this Agreement, the General Partner and the Limited Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act. This amendment and restatement shall become effective on the date of this Agreement.

     2.02 Name . The name of the Partnership is “Sabine Propylene Pipeline L.P.” and all Partnership business must be conducted in that name or such other names that comply with applicable law as the General Partner may select from time to time.

     2.03 Offices . The registered office of the Partnership in the State of Texas shall be at such place as the General Partner may designate from time to time. The registered agent for service of process on the Partnership in the State of Texas or any other jurisdiction shall be such Person or Persons as the General Partner may designate from time to time. The principal office of the Partnership in the United States shall be at such place as the General Partner may designate from time to time, which need not be in the State of Texas, and the Partnership shall maintain records there as required by the Act. The Partnership may have such other offices as the General Partner may designate from time to time.

     2.04 Purposes . The purposes of the Partnership are to engage in any business or activity that now or in the future may be necessary, incidental, proper, advisable, or convenient to accomplish the foregoing purpose (including, without limitation, obtaining appropriate

financing) and that is not forbidden by the law of the jurisdiction in which the Partnership engages in that business.

     2.05 Certificate; Foreign Qualification . The General Partner has executed and caused to be filed with the Secretary of State of Texas a Certificate, amending the Original Certificate filed on August 10, 2000 and containing information required by the Act. Prior to the Partnership’s conducting business in any jurisdiction other than Texas, the General Partner shall cause the Partnership to comply, to the extent those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to form, qualify, continue, and terminate the Partnership as a limited partnership under the law of the State of Texas and to qualify, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the General Partner may use the power of attorney described in Section 6.05.

     2.06 Term . The Partnership commenced on August 10, 2000, when the Original Certificate first was properly filed with the Secretary of State of Texas and shall continue in existence until its business and affairs are wound up following dissolution automatically at the close of Partnership business on December 31, 2050 unless (i) the Partners unanimously agree to extend the term of the Partnership for a longer duration or (ii) the Partnership is earlier dissolved pursuant to the provisions hereof.

     2.07 Merger . The Partnership may engage in mergers, but only with the unanimous consent of the Partners.

ARTICLE III: PARTNERS AND PARTNERSHIP INTERESTS

     3.01 Partners . The general partner is DEP OLP, which is admitted to the Partnership as a general partner effective with the filing of the Certificate with the Secretary of State of the State of Texas. The limited partners are EPD OLP, which is admitted to the Partnership as a limited partner effective with the filing of the Certificate with the Secretary of State of the State of Texas and PPP, which was admitted to the Partnership as a limited partner effective with the commencement of the Partnership.

     3.02 No Dispositions of Partnership Interests . Except as set forth in Article 4 of the Omnibus Agreement, the Partnership Interests may not be Disposed of, and any purported Disposition of the Partnership Interests shall be null and void.

     3.03 Additional Partnership Interests . Additional Partnership Interests may be created and issued to new or existing Partners only in compliance with the provisions in Article 5 of the Omnibus Agreement. The Partnership shall be bound by the terms of such Omnibus Agreement.

ARTICLE IV: CAPITAL CONTRIBUTIONS

     4.01 Initial Contributions . The Partners have previously contributed (whether through actual contributions or as a result of their acquisition of their Partnership Interests from MLP) to the Partnership those assets which are currently listed as assets of the Partnership on the Partnership’s books and records .

     4.02 Subsequent Contributions . Additional Capital Contributions shall be made only with the unanimous consent of the Partners.

     4.03 Advances by Partners . If the Partnership does not have sufficient cash to pay its obligations, the General Partner, or any Limited Partner(s) that may agree to do so with the General Partner’s consent, may advance all or part of the needed funds to or on behalf of the Partnership. Payment by the General Partner on account of liability as a matter of law for Partnership obligations is deemed to be an advance under this Section 4.03. An advance described in this Section 4.03 constitutes a loan from the Partner to the Partnership, bears interest at a rate determined by the General Partner (and, if applicable, the Limited Partner making the advance) from the date of the advance until the date of payment, and is not a Capital Contribution.

     4.04 Capital Accounts . A capital account shall be established and maintained for each Partner. Each Partner’s capital account (a) shall be increased by (i) the amount of money contributed by that Partner to the Partnership, (ii) the fair market value of property contributed by that Partner to the Partnership (net of liabilities secured by the contributed property that the Partnership is considered to assume or take subject to under section 752 of the Code), and (iii) allocations to that Partner of Partnership income and gain (or items of income and gain), including income and gain exempt from tax and income and gain described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. § 1.704-1(b)(4)(i), and (b) shall be decreased by (i) the amount of money distributed to that Partner by the Partnership, (ii) the fair market value of property distributed to that Partner by the Partnership (net of liabilities secured by the distributed property that the Partner is considered to assume or take subject to under section 752 of the Code), (iii) allocations to that Partner of expenditures of the Partnership described in section 705(a)(2)(B) of the Code, and (iv) allocations of Partnership loss and deduction (or items of loss and deduction), including loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above and loss or deduction described in Treas. Reg. § 1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii). The Partners’ capital accounts also shall be maintained and adjusted as permitted by the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. §§ 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Partners of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. § 1.704-1(b)(2)(iv)(g). A Partner that has more than one Partnership Interest shall have a single capital account that reflects all its Partnership Interests, regardless of the class of Partnership Interests owned by that Partner and regardless of the time or manner in which those Partnership Interests were acquired.

ARTICLE V:ALLOCATIONS AND DISTRIBUTIONS

     5.01 Allocations .

          (a) Except as otherwise set forth in Section 5.01(b), for purposes of maintaining the capital accounts and in determining the rights of the Partners among themselves, all items of income, gain, loss, deduction, and credit of the Partnership shall be allocated among the Partners in accordance with their Sharing Ratios.

          (b) The following special allocations shall be made prior to making any allocations provided for in 5.01(a) above:

      (i) Minimum Gain Chargeback . Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or § 1.704-2) for a taxable year (or if there was a net decrease in Minimum Gain for a prior taxable year and the Partnership did not have sufficient amounts of income and gain during prior years to allocate among the Partners under this subsection 5.01(b)(i), then items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in such Minimum Gain (as determined pursuant to Treas. Reg. § 1.704-2(g)(2)). It is the intent of the Partners that any allocation pursuant to this subsection 5.01(b)(i) shall constitute a “minimum gain chargeback” under Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith.

      (ii) Partner Nonrecourse Debt Minimum Gain Chargeback . Notwithstanding any other provision of this Article 5, except subsection 5.01(b)(i), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or § 1.704-2), during any taxable year, any Partner who has a share of the Partner Nonrecourse Debt Minimum Gain shall be allocated such amount of income and gain for such year (and subsequent years, if necessary) determined in the manner required by Treas. Reg. § 1.704-2(i)(4) as is necessary to meet the requirements for a chargeback of Partner Nonrecourse Debt Minimum Gain.

      (iii) Qualified Income Offset . Except as provided in subsection 5.01(b)(i) and (ii) hereof, in the event any Partner unexpectedly receives any