THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GC, L.P.

Exhibit 10.3

EXECUTION COPY

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ENTERPRISE GC, L.P.

THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE GC, L.P.

Table of Contents

EXHIBITS:

THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE GC, L.P.

     This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GC, L.P., a Delaware limited partnership (the “ Partnership ”) is made and entered into as of December 8, 2008, (the “ Effective Date ”) by and among the Partners (as defined below).

RECITALS

     WHEREAS, the Partnership was formed under the name of Green Canyon Company, L.L.C., as a limited liability company under the Delaware Limited Liability Company Act, 6 Del C. §§ 18-101, et seq. as amended from time to time, pursuant to the filing of the Certificate of Formation on February 3, 1993, and the execution of that certain Agreement of Limited Liability Company dated as of February 3, 1993, by Leviathan Gas Pipeline Partners, L.P. and Leviathan Gas Pipeline Company;

     WHEREAS, on February 8, 1993, Green Canyon Company, L.L.C., changed its name to Green Canyon Pipe Line Company, L.L.C., evidenced by the filing of an Amended Certificate of Formation with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on November 3, 1999 Leviathan Gas Pipeline Company, changed its name to El Paso Energy Partners Company evidenced by the filing of an Amended Certificate of Incorporation with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on December 1, 1999, Leviathan Gas Pipeline Partners, L.P., changed its name to El Paso Energy Partners, L.P. evidenced by the filing of any Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on March 20, 2000, Green Canyon Pipe Line Company, L.L.C., converted into a limited partnership under the name of Green Canyon Pipe Line Company, L.P., evidenced by the filing of a Certificate of Conversion and a Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on March 20, 2000, upon the Company converting into a limited partnership, the partners executed that certain Limited Partnership Agreement dated as of March 20, 2000, by El Paso Energy Oil Transport, L.L.C., as the general partner, El Paso Energy Partners Company and El Paso Energy Partners, L.P., as limited partners (the “ LP Agreement ”);

     WHEREAS, on May 1, 2001, El Paso Energy Partners, L.P., acquired all of El Paso Energy Partners Company’s limited partnership interests in the Partnership;

     WHEREAS, on December 31, 2002, Green Canyon Pipe Line Company, L.P., changed its name to EPN Gulf Coast, L.P., evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on February 13, 2003, the LP Agreement was amended and restated to incorporate the name changes and change in ownership (the “ Amended and Restated LP Agreement ”);

     WHEREAS, on April 11, 2003, El Paso Energy Partners Oil Transport, L.L.C., changed its name to GulfTerra Oil Transport, L.L.C. evidenced by the filing of an Amended Certificate of Formation with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on May 15, 2003, El Paso Energy Partners, L.P., changed its name to GulfTerra Energy Partners, L.P., evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on May 15, 2003, EPN Gulf Coast, L.P., changed its name to GulfTerra GC, L.P., evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on May 15, 2003, the Amended and Restated LP Agreement was amended and restated to incorporate the name changes (the “ Second Amended and Restated LP Agreement ”);

     WHEREAS, pursuant to an Agreement and Plan of Merger, dated December 23 2003, by and between GulfTerra Oil Transport, L.L.C., and GulfTerra Holding III, L.L.C., GulfTerra Oil Transport, L.L.C. merged with and into GulfTerra Holding III, L.L.C. (the “ Merger ”);

     WHEREAS, pursuant to the Merger, GulfTerra Holding III, L.L.C. acquired a 1% general partnership interest in the Partnership and became the general partner of the Partnership;

     WHEREAS, on February 3, 2005, GulfTerra Holding III, L.L.C. changed its name to Enterprise Holding III, L.L.C. (“ Enterprise Holding III ”);

     WHEREAS, on February 3, 2005, GulfTerra GC, L.P., changed its name to Enterprise GC, L.P., evidenced by the filing of a Certificate of Amendment to the Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on February 5, 2005, GulfTerra Energy Partners, L.P., changed its name to Enterprise GTM Holdings L.P. (“ Enterprise GTM ”), evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

     WHEREAS, on July 26, 2006, the Second Amended and Restated LP Agreement was amended to incorporate the name changes and change in ownership (as amended, the “ Original Agreement ”);

     WHEREAS, Enterprise GTM entered into that certain Contribution, Conveyance and Assumption Agreement by and among Duncan Energy Partners L.P. (“ DEP ”), DEP OLPGP, LLC, DEP Operating Partnership, L.P. (“ DEPOLP ”) and Enterprise Holding III on the Effective Date (the “ Contribution Agreement ”) whereby:

          (1) Enterprise GTM and Enterprise Holding III agreed that the partnership interests set forth in the Original Agreement would be converted into the Partnership Interests as set forth in this Agreement;

          (2) Enterprise GTM contributed a limited partner interest in the Partnership to Enterprise Holding III as a capital contribution and such limited partner interest was converted into general partner interests of the Partnership, such that as of the date hereof Enterprise Holding III holds all of the general partner interest (the “ General Partner Interest ”) in the Partnership; and

          (3) Enterprise GTM contributed 100% of the membership interests in Enterprise Holding III (the " Enterprise Holding III Membership Interests ”) to DEP as consideration for the receipt of (i) cash and (ii) common units of DEP.

     WHEREAS, the General Partner and the Limited Partner now desire to amend and restate the Original Agreement to reflect (i) the contribution of the Limited Partner Interest from Enterprise GTM to Enterprise Holding III, and (ii) the conversion of such limited partnership interest into General Partner Interests; 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 Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101 et. seq., as amended from time to time.

     “ Agreement ” means this Third Amended and Restated Agreement of Limited Partnership of Enterprise GC, 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 17-402(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 national banking associations in the State of Texas are authorized or required by Law to close.

     “ Capital Contribution ” means with respect to any Partner of the Partnership, the amount of money and the initial Carrying Value of any property (other than money) contributed 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.

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

      “Contributed Capital” means, from time to time, the then aggregate of the initial Capital Contribution and the additional Capital Contributions, made by a Partner to the Partnership, without regard to amount of such Partner’s Capital Contributions returned or distributed to such Partner pursuant to Section 5.02 hereof.

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

      “Day” means a calendar Day; provided , however , that, if any period of Days referred to in this Agreement shall end on a Day that is not a Business Day, then the expiration of such period shall be automatically extended until the end of the first succeeding Business Day.

      “Debt” means, as applied to the Partnership:

     (a) Any indebtedness for borrowed money or debt security of any Person which the Partnership has directly or indirectly created, incurred, guaranteed, assumed or otherwise become liable for;

     (b) Obligations to make payments under leases that in accordance with GAAP are required to be capitalized on the balance sheet of the Partnership, as the case may be; and

     (c) Any guarantee by the Partnership of any debt of another Person of the type described in clause (a) or (b) of this definition.

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

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

      “DEP Party” means Enterprise Holding III, as the General Partner.

     “ Dispose ” or “ Disposition ” means, with respect to any asset, any sale, assignment, transfer, conveyance, gift, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance of such asset, whether such disposition be voluntary, involuntary or by operation of Law, or the acts of the foregoing.

     “ Distribution Ratio ” means, with respect to the Distribution Ratio set forth opposite the Partners’ names on Exhibit A , and (b) in the case of a Partnership Interest issued under Section 10.01(c) or (d) or Section 10.02, the Distribution Ratio established in that provision.

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

      “Enterprise GTM” has the meaning set forth in the recitals.

      “Enterprise Holding III” has the meaning set forth in the recitals.

      “EPD Party” means Enterprise GTM, as the Limited Partner.

      “Expansion Capital Contribution” means additional Capital Contributions of cash pursuant to an Expansion Cash Call in accordance with Section 4.03, or additional Capital Contributions subsequently made by the DEP Party as an additional Capital Contribution pursuant to Section 4.03(d).

     “ Expansion Cash Call ” has the meaning set forth in Section 4.03(a).

      “Expansion Costs” has the meaning set forth in Section 4.03(a).

      “Expansion Project” means any expansion activities with respect to the Company’s facilities, including without limitation, development of new gathering systems, processing plants and NGL fractionators and related facilities.

     “ General Partner ” means Enterprise Holding III or 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.

     “ General Partner Interest ” has the meaning set forth in the recitals.

     “ Initial Commencement Date ” means the date on which an Expansion Project has become operational and is placed into service.

     “ Limited Partner ” means Enterprise GTM 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.

      “Limited Partner Interest ” has the meaning set forth in the recitals.

      “Net Cash Deficit” for a period, means the net sum, if a negative number, of (without duplication):

     (a) Net Earnings for such period, after interest and taxes but before depreciation and amortization, non-cash write-offs, and gains and losses on the sale of Partnership assets; plus

     (b) proceeds from the sale of Partnership assets during such period to the extent not included in clause (a) of this definition; plus

     (c) all other cash receipts during such period not included in clauses (a) or (b) of this definition from whatever source (including the proceeds of financing or refinancing or insurance, but excluding receipt of any Capital Contributions made in respect of any prior period); minus

     (d) Capital expenditures incurred during such period in accordance with this Agreement (other than those capital expenditures with respect to which the Partners have agreed to make Capital Contributions); minus

     (e) principal payments made on Debt during such period.

      “Net Cash Flows” for a period, means the net sum, if a positive number, of (without duplication):

     (a) Net Earnings for such period, after interest and taxes but before depreciation and amortization, non-cash write-offs, and gains and losses on the sale of Partnership assets; plus

     (b) proceeds from the sale of Partnership assets during such period to the extent not included in clause (a) of this definition; plus

     (c) all other cash receipts during such period not included in clauses (a) or (b) of this definition from whatever source (including the proceeds of financing or refinancing or insurance, but excluding receipt of any Capital Contributions made in respect of any prior period); minus

     (d) Capital expenditures incurred during such period in accordance with this Agreement (other than those capital expenditures with respect to which the Partners have agreed to make Capital Contributions); minus

     (e) principal payments made on Debt during such period.

      “Net Earnings” for a period, means the net sum of (i) the aggregate amount of all cash or cash equivalents (other than Capital Contributions and loans) received by the Partnership during such period minus (ii) the amount of operating expenses during such period (or if the Partnership, for such period, does not have any operating expenses, expenses paid during such period which are similar in nature to operating expenses).

      “Omnibus Agreement” means the Omnibus Agreement between Enterprise Products OLP, DEP Holdings, LLC, DEP, DEP OLPGP, LLC, DEP OLP, Enterprise Lou-Tex Propylene Pipeline L.P., Sabine Propylene Pipeline L.P., Mont Belvieu Caverns, LLC, South Texas NGL Pipelines, LLC and the Company, dated February 5, 2007, as amended and restated on the date of this Agreement and after the date hereof from time to time.

      “Original Agreement” has the meaning given that term in the recitals.

     “ 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.

      “Percentage Interest” means (a) in the case of a Partner executing this Agreement as of the date of this Agreement, the Percentage Interest set forth opposite the Partners’ names on Exhibit A , and (b) in the case of a Partnership Interest issued under Section 10.01(c) or (d) or Section 10.02, the Percentage Interest established in that provision.

     “ 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.

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

      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 Partner hereby amend and restate in its entirety the Original Agreement. Subject to the provisions of this Agreement, the General Partner and the Limited Partner 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 “Enterprise GC, 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 Delaware 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 Delaware 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 Delaware, 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 . A certificate of limited partnership (as amended, restated or otherwise modified from time to time, the “ Certificate ”) governing the Partnership has been filed with the Secretary of State of Delaware. Prior to the Partnership’s conducting business in any jurisdiction other than Delaware, 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 Delaware 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 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 DEP Party was previously admitted to the Partnership as general partner of the Partnership, and as of the date of this Agreement holds all of the General Partner Interests. The EPD Party was previously admitted to the Partnership as a limited partner as of the date of this Agreement, and as the date of this Agreement holds all of the Limited Partner Interests.

      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 predecessors) 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 . Except as set forth in this Section 4.02 and in Section 4.03, no Partner shall be required to make any Additional Capital Contributions on or after the date of this Agreement. In the event the General Partner determines for any quarter there exists an operating cash flow deficit such that available cash is insufficient to cover operating expenses, debt service and a reasonable contingency reserve (but excluding for purposes of clarification cash needed for acquisitions or Expansion Projects), the General Partner may require each of the Partners to make Additional Capital Contributions pro rata in accordance with their respective Distribution Ratios in an amount sufficient to cover such operating cash flow deficit.

      4.03 Expansion Project Additional Capital Contributions .

          (a) The General Partner may request additional capital contributions to fund Expansion Projects (“ Expansion Cash Calls ”). Except as otherwise provided in this Section 4.03 or otherwise agreed to by each of the Partners, any requested Capital Contributions for Expansion Cash Calls attributable to an Expansion Project shall be made by the Partners in accordance with their Percentage Interest. The costs of construction of, or acquisition of assets relating to, and other expenditures for Expansion Projects funded exclusively out of Capital Contributions made by the Partners (the “ Expansion Costs ”) and the related funding of Expansion Cash Calls shall be borne solely by the Partners as set forth below in this Section 4.03, unless agreed to otherwise by all of such Partners, in an amount equal to the product of (A) the aggregate amount of the Expansion Costs multiplied by (B) a fraction, the numerator of

which is the Percentage Interest of such participating Partner and the denominator of which is the aggregate Percentage Interest of all of the participating Partners.

          (b) The General Partner shall provide written notice to the Partners of the date contributions are due, which date shall be not less than 30 nor more than 90 Days following the date of such notice, the aggregate amount of the Capital Contribution required and each Partner’s share thereof, and setting forth in reasonable detail the proposed Expansion Project