exv10w1



 





Exhibit
10.1




 

 






FIRST AMENDED AND RESTATED




AGREEMENT OF LIMITED PARTNERSHIP




OF




ENCORE ENERGY PARTNERS LP




 

 







 









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I

	 	 	 
	 	 	 	 
	DEFINITIONS

	 	 	 
	 	 	 	 
	Section 1.1	 	Definitions
	 	 	1	 
	Section 1.2	 	Construction
	 	 	17	 
	 	 	 
	 	 	 	 
	ARTICLE II

	 	 	 
	 	 	 	 
	ORGANIZATION

	 	 	 
	 	 	 	 
	Section 2.1	 	Formation
	 	 	18	 
	Section 2.2	 	Name
	 	 	18	 
	Section 2.3	 	Registered Office; Registered Agent; Principal Office; Other Offices
	 	 	18	 
	Section 2.4	 	Purpose and Business
	 	 	19	 
	Section 2.5	 	Powers
	 	 	19	 
	Section 2.6	 	Power of Attorney
	 	 	19	 
	Section 2.7	 	Term
	 	 	21	 
	Section 2.8	 	Title to Partnership Assets
	 	 	21	 
	Section 2.9	 	Certain Undertakings Relating to the Separateness of the Partnership
	 	 	21	 
	 	 	 
	 	 	 	 
	ARTICLE III

	 	 	 
	 	 	 	 
	RIGHTS OF LIMITED PARTNERS

	 	 	 
	 	 	 	 
	Section 3.1	 	Limitation of Liability
	 	 	22	 
	Section 3.2	 	Management of Business
	 	 	23	 
	Section 3.3	 	Outside Activities of the Limited Partners
	 	 	23	 
	Section 3.4	 	Rights of Limited Partners
	 	 	23	 
	 	 	 
	 	 	 	 
	ARTICLE IV

	 	 	 
	 	 	 	 
	CERTIFICATES; RECORD HOLDERS; TRANSFER OF

	PARTNERSHIP INTERESTS; REDEMPTION OF

	PARTNERSHIP INTERESTS

	 	 	 
	 	 	 	 
	Section 4.1	 	Certificates
	 	 	24	 
	Section 4.2	 	Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	24	 
	Section 4.3	 	Record Holders
	 	 	25	 
	Section 4.4	 	Transfer Generally
	 	 	26	 
	Section 4.5	 	Registration and Transfer of Limited Partner Interests
	 	 	26	 
	Section 4.6	 	Transfer of the General Partner’s General Partner Interest
	 	 	27	 
	Section 4.7	 	Restrictions on Transfers
	 	 	28	 
	Section 4.8	 	Eligible Holder Certifications; Non-Eligible Holders
	 	 	29	 
	Section 4.9	 	Redemption of Partnership Interests of Non-Eligible Holders
	 	 	30	 






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	ARTICLE V

	 	 	 
	 	 	 	 
	CAPITAL CONTRIBUTIONS AND ISSUANCE OF

	PARTNERSHIP INTERESTS

	 	 	 
	 	 	 	 
	Section 5.1	 	Organizational Contributions
	 	 	31	 
	Section 5.2	 	Contributions by the General Partner and its Affiliates
	 	 	32	 
	Section 5.3	 	[Reserved]
	 	 	32	 
	Section 5.4	 	Interest and Withdrawal
	 	 	32	 
	Section 5.5	 	Capital Accounts
	 	 	32	 
	Section 5.6	 	Issuances of Additional Partnership Securities
	 	 	35	 
	Section 5.7	 	Limited Preemptive Right
	 	 	36	 
	Section 5.8	 	Splits and Combinations
	 	 	36	 
	Section 5.9	 	Fully Paid and Non-Assessable Nature of Limited Partner Interests
	 	 	37	 
	Section 5.10	 	Rights of Holders of Management Incentive Units
	 	 	37	 
	 	 	 
	 	 	 	 
	ARTICLE VI

	 	 	 
	 	 	 	 
	ALLOCATIONS AND DISTRIBUTIONS

	 	 	 
	 	 	 	 
	Section 6.1	 	Allocations for Capital Account Purposes
	 	 	42	 
	Section 6.2	 	Allocations for Tax Purposes
	 	 	47	 
	Section 6.3	 	Requirement and Characterization of Distributions; Distributions to Record
Holders
	 	 	50	 
	Section 6.4	 	Special Provisions Relating to the Holders of Management Incentive Units
	 	 	50	 
	 	 	 
	 	 	 	 
	ARTICLE VII

	 	 	 
	 	 	 	 
	MANAGEMENT AND OPERATION OF BUSINESS

	 	 	 
	 	 	 	 
	Section 7.1	 	Management
	 	 	51	 
	Section 7.2	 	Certificate of Limited Partnership
	 	 	53	 
	Section 7.3	 	Restrictions on the General Partner’s Authority
	 	 	53	 
	Section 7.4	 	Reimbursement of the General Partner
	 	 	54	 
	Section 7.5	 	Outside Activities
	 	 	54	 
	Section 7.6	 	Loans from the General Partner; Loans or Contributions from the Partnership or
Group Members
	 	 	56	 
	Section 7.7	 	Indemnification
	 	 	56	 
	Section 7.8	 	Liability of Indemnitees
	 	 	58	 
	Section 7.9	 	Resolution of Conflicts of Interest; Standards of
Conduct and Modification of Duties
	 	 	59	 
	Section 7.10	 	Other Matters Concerning the General Partner
	 	 	60	 
	Section 7.11	 	Purchase or Sale of Partnership Securities
	 	 	61	 
	Section 7.12	 	[Reserved]
	 	 	61	 
	Section 7.13	 	Reliance by Third Parties
	 	 	61	 






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	ARTICLE VIII

	 	 	 
	 	 	 	 
	BOOKS, RECORDS, ACCOUNTING AND REPORTS

	 	 	 
	 	 	 	 
	Section 8.1	 	Records and Accounting
	 	 	62	 
	Section 8.2	 	Fiscal Year
	 	 	62	 
	Section 8.3	 	[Reserved]
	 	 	62	 
	 	 	 
	 	 	 	 
	ARTICLE IX

	 	 	 
	 	 	 	 
	TAX MATTERS

	 	 	 
	 	 	 	 
	Section 9.1	 	Tax Returns and Information
	 	 	62	 
	Section 9.2	 	Tax Elections
	 	 	62	 
	Section 9.3	 	Tax Controversies
	 	 	63	 
	Section 9.4	 	Withholding
	 	 	63	 
	 	 	 
	 	 	 	 
	ARTICLE X

	 	 	 
	 	 	 	 
	ADMISSION OF PARTNERS

	 	 	 
	 	 	 	 
	Section 10.1	 	Admission of Initial Limited Partners
	 	 	63	 
	Section 10.2	 	Admission of Substituted Limited Partners
	 	 	63	 
	Section 10.3	 	Admission of Successor General Partner
	 	 	64	 
	Section 10.4	 	Admission of Additional Limited Partners
	 	 	64	 
	Section 10.5	 	Amendment of Agreement and Certificate of Limited Partnership
	 	 	65	 
	 	 	 
	 	 	 	 
	ARTICLE XI

	 	 	 
	 	 	 	 
	WITHDRAWAL OR REMOVAL OF PARTNERS

	 	 	 
	 	 	 	 
	Section 11.1	 	Withdrawal of the General Partner
	 	 	65	 
	Section 11.2	 	Removal of the General Partner
	 	 	67	 
	Section 11.3	 	Interest of Departing General Partner and Successor General Partner
	 	 	67	 
	Section 11.4	 	Withdrawal of Limited Partners
	 	 	69	 
	 	 	 
	 	 	 	 
	ARTICLE XII

	 	 	 
	 	 	 	 
	DISSOLUTION AND LIQUIDATION

	 	 	 
	 	 	 	 
	Section 12.1	 	Dissolution
	 	 	69	 
	Section 12.2	 	Continuation of the Business of the Partnership After Dissolution
	 	 	70	 
	Section 12.3	 	Liquidator
	 	 	70	 
	Section 12.4	 	Liquidation
	 	 	71	 
	Section 12.5	 	Cancellation of Certificate of Limited Partnership
	 	 	71	 
	Section 12.6	 	Return of Contributions
	 	 	72	 
	Section 12.7	 	Waiver of Partition
	 	 	72	 






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	Section 12.8	 	Capital Account Restoration
	 	 	72	 
	 	 	 
	 	 	 	 
	ARTICLE XIII

	 	 	 
	 	 	 	 
	AMENDMENT OF PARTNERSHIP AGREEMENT;

	MEETINGS; RECORD DATE

	 	 	 
	 	 	 	 
	Section 13.1	 	Amendments to be Adopted Solely by the General Partner
	 	 	72	 
	Section 13.2	 	Amendment Procedures
	 	 	74	 
	Section 13.3	 	Amendment Requirements
	 	 	74	 
	Section 13.4	 	Special Meetings
	 	 	75	 
	Section 13.5	 	Notice of a Meeting
	 	 	75	 
	Section 13.6	 	Record Date
	 	 	75	 
	Section 13.7	 	Adjournment
	 	 	76	 
	Section 13.8	 	Waiver of Notice; Approval of Meeting; Approval of Minutes
	 	 	76	 
	Section 13.9	 	Quorum and Voting
	 	 	76	 
	Section 13.10	 	Conduct of a Meeting
	 	 	77	 
	Section 13.11	 	Action Without a Meeting
	 	 	77	 
	Section 13.12	 	Right to Vote and Related Matters
	 	 	78	 
	 	 	 
	 	 	 	 
	ARTICLE XIV

	 	 	 
	 	 	 	 
	MERGER OR CONVERSION

	 	 	 
	 	 	 	 
	Section 14.1	 	Authority
	 	 	78	 
	Section 14.2	 	Procedure for Merger, Consolidation or Conversion
	 	 	78	 
	Section 14.3	 	Approval by Limited Partners
	 	 	80	 
	Section 14.4	 	Certificate of Merger or Conversion
	 	 	81	 
	Section 14.5	 	Amendment of Partnership Agreement
	 	 	81	 
	Section 14.6	 	Effect of Merger, Consolidation or Conversion
	 	 	81	 
	 	 	 
	 	 	 	 
	ARTICLE XV

	 	 	 
	 	 	 	 
	RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

	 	 	 
	 	 	 	 
	Section 15.1	 	Right to Acquire Limited Partner Interests
	 	 	82	 
	 	 	 
	 	 	 	 
	ARTICLE XVI

	 	 	 
	 	 	 	 
	GENERAL PROVISIONS

	 	 	 
	 	 	 	 
	Section 16.1	 	Addresses and Notices; Written Communications
	 	 	84	 
	Section 16.2	 	Further Action
	 	 	84	 
	Section 16.3	 	Binding Effect
	 	 	84	 
	Section 16.4	 	Integration
	 	 	85	 
	Section 16.5	 	Creditors
	 	 	85	 
	Section 16.6	 	Waiver
	 	 	85	 






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	Section 16.7	 	Counterparts
	 	 	85	 
	Section 16.8	 	Applicable Law
	 	 	85	 
	Section 16.9	 	Invalidity of Provisions
	 	 	85	 
	Section 16.10	 	Consent of Partners
	 	 	85	 
	Section 16.11	 	Facsimile Signatures
	 	 	86	 
	Section 16.12	 	Third-Party Beneficiaries
	 	 	86	 






ENCORE ENERGY PARTNERS LP

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED

PARTNERSHIP OF ENCORE ENERGY PARTNERS LP




     THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENCORE ENERGY PARTNERS LP
dated as of May 10, 2007, is entered into by and among Encore Energy Partners GP LLC, a Delaware
limited liability company, as the General Partner, and the other parties hereto, as limited
partners, and amends and restates in its entirety the Agreement of Limited Partnership of Encore
Energy Partners LP dated as of February 13, 2007. In consideration of the covenants, conditions
and agreements contained herein, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS





			
	Section 1.1	 	Definitions.





     The following definitions shall be for all purposes, unless otherwise clearly indicated to the
contrary, applied to the terms used in this Agreement.



     “Additional Book Basis” means the portion of any remaining Carrying Value of an Adjusted
Property that is attributable to positive adjustments made to such Carrying Value as a result of
Book-Up Events. For purposes of determining the extent that Carrying Value constitutes Additional
Book Basis:



          (a) Any negative adjustment made to the Carrying Value of an Adjusted Property as a result of
either a Book-Down Event or a Book-Up Event shall first be deemed to offset or decrease that
portion of the Carrying Value of such Adjusted Property that is attributable to any prior positive
adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.




          (b) If Carrying Value that constitutes Additional Book Basis is reduced as a result of a
Book-Down Event and the Carrying Value of other property is increased as a result of such Book-Down
Event, an allocable portion of any such increase in Carrying Value shall be treated as Additional
Book Basis; provided, that the amount treated as Additional Book Basis pursuant hereto as a result
of such Book-Down Event shall not exceed the amount by which the Aggregate Remaining Net Positive
Adjustments after such Book-Down Event exceeds the remaining Additional Book Basis attributable to
all of the Partnership’s Adjusted Property after such Book-Down Event (determined without regard to
the application of this clause (b) to such Book-Down Event).




     “Additional Book Basis Derivative Items” means any Book Basis Derivative Items that are
computed with reference to Additional Book Basis. To the extent that the Additional Book Basis
attributable to all of the Partnership’s Adjusted Property as of the beginning of any taxable
period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period
(the “Excess Additional Book Basis”), the Additional Book Basis Derivative Items for such period
shall be reduced by the amount that bears the same ratio to the amount of Additional



ENCORE ENERGY PARTNERS LP

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




 









 




Book Basis Derivative Items determined without regard to this sentence as the Excess
Additional Book Basis bears to the Additional Book Basis as of the beginning of such period.




     “Additional Limited Partner” means a Person admitted to the Partnership as a Limited Partner
pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.



     “Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end
of each fiscal year of the Partnership, (a) increased by any amounts that such Partner is obligated
to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is
deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and
(b) decreased by (i) the amount of all deductions in respect of depletion that, as of the end of
such fiscal year, are reasonably expected to be made to such Partner’s Capital Account in respect
of the oil and gas properties of the Partnership, (ii) the amount of all losses and deductions
that, as of the end of such fiscal year, are reasonably expected to be allocated to such Partner in
subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section
1.751-1(b)(2)(ii), and (iii) the amount of all distributions that, as of the end of such fiscal
year, are reasonably expected to be made to such Partner in subsequent years in accordance with the
terms of this Agreement or otherwise to the extent they exceed offsetting increases to such
Partner’s Capital Account that are reasonably expected to occur during (or prior to) the year in
which such distributions are reasonably expected to be made (other than increases as a result of a
minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of
Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital
Account” of a Partner in respect of the General Partner Interest, a Common Unit, a Management
Incentive Unit or any other Partnership Interest shall be the amount that such Adjusted Capital
Account would be if such General Partner Interest, Common Unit, Management Incentive Unit or other
Partnership Interest were the only interest in the Partnership held by such Partner from and after
the date on which such General Partner Interest, Common Unit, Management Incentive Unit or other
Partnership Interest was first issued.



     “Administrative Services Agreement” means the Administrative Services Agreement, dated as of
March 7, 2007, among the General Partner, the Partnership, the Operating Company and Encore
Operating, L.P., as it may be amended, supplemented or restated from time to time.



     “Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant
to Section 5.5(d)(i) or 5.5(d)(ii).



     “Affiliate” means, with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is under common control with, the
Person in question. As used herein, the term “control” means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.



     “Aggregate Remaining Net Positive Adjustments” means, as of the end of any taxable period, the
sum of the Remaining Net Positive Adjustments of all the Partners.



ENCORE ENERGY PARTNERS LP

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




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     “Agreed Allocation” means any allocation, other than a Required Allocation, of an item of
income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative
Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).



     “Agreed Value” of any Contributed Property means the fair market value of such property or
other consideration at the time of contribution as determined by the General Partner. The General
Partner shall use such method as it determines to be appropriate to allocate the aggregate Agreed
Value of Contributed Properties contributed to the Partnership in a single or integrated
transaction among each separate property on a basis proportional to the fair market value of each
Contributed Property.



     “Agreement” means this First Amended and Restated Agreement of Limited Partnership of Encore
Energy Partners LP, as it may be amended, supplemented or restated from time to time.



     “Assignee” means a Person to whom one or more Limited Partner Interests have been transferred
in a manner permitted under this Agreement and who has executed and delivered a Transfer
Application, including a Eligible Holder Certification, as required by this Agreement, but who has
not been admitted as a Substituted Limited Partner.



     “Associate” means, when used to indicate a relationship with any Person, (a) any corporation
or organization of which such Person is a director, officer or partner or is, directly or
indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any
trust or other estate in which such Person has at least a 20% beneficial interest or as to which
such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of
such Person, or any relative of such spouse, who has the same principal residence as such Person.



     “Available Cash” means, with respect to any Quarter ending prior to the Liquidation Date:



          (a) all cash and cash equivalents of the Partnership Group on hand on the date of
determination of Available Cash with respect to such Quarter, less




          (b) the amount of any cash reserves established by the General Partner to (i) provide for the
proper conduct of the business of the Partnership Group (including reserves for future capital
expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such
Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt
instrument or other agreement or obligation to which any Group Member is a party or by which it is
bound or its assets are subject or (iii) provide funds for distributions under Section 6.3 in
respect of any one or more of the next four Quarters; provided, however, that disbursements made by
a Group Member or cash reserves established, increased or reduced after the end of such Quarter but
on or before the date of determination of Available Cash with respect to such Quarter shall be
deemed to have been made, established, increased or reduced, for purposes of determining Available
Cash, within such Quarter if the General Partner so determines.




ENCORE ENERGY PARTNERS LP

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




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     Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which the
Liquidation Date occurs and any subsequent Quarter shall equal zero.



     “Board of Directors” means the board of directors or managers of a corporation or limited
liability company or the board of directors or board of managers of the general partner of a
limited partnership, as applicable.



     “Book Basis Derivative Items” means any item of income, deduction, gain, loss, Simulated
Depletion, Simulated Gain or Simulated Loss included in the determination of Net Income or Net Loss
that is computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation,
Simulated Depletion, or gain, loss, Simulated Gain or Simulated Loss, with respect to an Adjusted
Property).



     “Book-Down Event” means an event that triggers a negative adjustment to the Capital Accounts
of the Partners pursuant to Section 5.5(d).



     “Book-Tax Disparity” means with respect to any item of Contributed Property or Adjusted
Property, as of the date of any determination, the difference between the Carrying Value of such
Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax
purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its
Contributed Property and Adjusted Property will be reflected by the difference between such
Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical
balance of such Partner’s Capital Account computed as if it had been maintained strictly in
accordance with federal income tax accounting principles.



     “Book-Up Event” means an event that triggers a positive adjustment to the Capital Accounts of
the Partners pursuant to Section 5.5(d).



     “Business Day” means Monday through Friday of each week, except that a legal holiday
recognized as such by the government of the United States of America or the States of New York or
Texas shall not be regarded as a Business Day.



     “Capital Account” means the capital account maintained for a Partner pursuant to Section 5.5.
The “Capital Account” of a Partner in respect of a General Partner Interest, a Common Unit, a
Management Incentive Unit or any other Partnership Interest shall be the amount that such Capital
Account would be if such General Partner Interest, Common Unit, Management Incentive Unit or other
Partnership Interest were the only interest in the Partnership held by such Partner from and after
the date on which such General Partner Interest, Common Unit, Management Incentive Unit or other
Partnership Interest was first issued.



     “Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed
Property (which, in the case of a Capital Contribution by the General Partner pursuant to Section
5.2(b) may include Units (other than General Partner Units) owned by the General Partner) that a
Partner contributes to the Partnership pursuant to this Agreement.



     “Carrying Value” means (a) with respect to a Contributed Property, the Agreed Value of such
property reduced (but not below zero) by all depreciation, depletion (including Simulated



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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




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Depletion), amortization and cost recovery deductions charged to the Partners’ and Assignees’
Capital Accounts in respect of such Contributed Property, and (b) 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. The Carrying Value of any property shall be adjusted from time to
time in accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or
other adjustments to the Carrying Value for dispositions and acquisitions of Partnership
properties, as deemed appropriate by the General Partner.




     “Cause” means a court of competent jurisdiction has entered a final, non-appealable judgment
finding the General Partner liable for actual fraud or willful misconduct in its capacity as a
general partner of the Partnership.



     “Certificate” means (a) a certificate (i) substantially in the form of Exhibit A to this
Agreement, (ii) issued in global form in accordance with the rules and regulations of the
Depositary or (iii) in such other form as may be adopted by the General Partner, issued by the
Partnership evidencing ownership of one or more Common Units or (b) a certificate, in such form as
may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or
more other Partnership Securities.



     “Certificate of Limited Partnership” means the Certificate of Limited Partnership of the
Partnership filed with the Secretary of State of the State of Delaware as referenced in Section
7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time
to time.



     “Change-in-Control” means (a) a “Change in Control” as defined in Parent’s 2000 Incentive
Stock Plan, as such plan may be amended, supplemented or restated from time to time, (b) any
Person or group, other than Parent or its Affiliates, becomes the beneficial owner, by way of
merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the
combined voting power of the equity interests in the General Partner or the Partnership, (c) the
Limited Partners approve, in one or a series of transactions, a plan of complete liquidation of the
Partnership, (d) the sale or other disposition by either the General Partner or the Partnership of
all or substantially all of its assets in one or more transactions to any person other than the
General Partner or an Affiliate of the General Partner, (e) a transaction resulting in a Person
other than Encore Energy Partners GP LLC or one of its Affiliates being the general partner of the
Partnership, or (f) a transaction resulting in the general partner of the Partnership ceasing to be
an Affiliate of Parent.



     “Closing Date” means May 10, 2007.



     “Closing Price” means, in respect of any class of Limited Partner Interests, as of the date of
determination, the last sale price on such day, regular way, or in case no such sale takes place on
such day, the average of the closing bid and asked prices on such day, regular way, as reported in
the principal consolidated transaction reporting system with respect to securities listed on the
principal National Securities Exchange (other than the NASDAQ Global Select Market) on which the
respective Limited Partner Interests are listed or admitted to trading or, if such Limited Partner
Interests are not listed or admitted to trading on any National Securities Exchange (other than the
NASDAQ Global Select Market), the last quoted price on such day or,



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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




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if not so quoted, the average of the high bid and low asked prices on such day in the
over-the-counter market, as reported by the NASDAQ Global Select Market or such other system then
in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any
such organization, the average of the closing bid and asked prices on such day as furnished by a
professional market maker making a market in such Limited Partner Interests of such class selected
by the General Partner, or if on any such day no market maker is making a market in such Limited
Partner Interests of such class, the fair value of such Limited Partner Interests on such day as
determined by the General Partner.




     “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time.
Any reference herein to a specific section or sections of the Code shall be deemed to include a
reference to any corresponding provision of any successor law.



     “Combined Interest” has the meaning assigned to such term in Section 11.3(a).



     “Commission” means the United States Securities and Exchange Commission.



     “Common Unit” means a Partnership Interest representing a fractional part of the Partnership
Interests of all Limited Partners and Assignees, and having the rights and obligations specified
with respect to Common Units in this Agreement.



     “Common Unit Equivalents” means the number of Common Units which a Management Incentive Unit
is considered to represent under Section 5.10(d).



     “Conflicts Committee” means a committee of the Board of Directors of the General Partner
composed entirely of two or more directors who are not (a) security holders, officers or employees
of the General Partner, (b) officers, directors or employees of any Affiliate of the General
Partner or (c) holders of any ownership interest in the Partnership Group other than Common Units
and who also meet the independence standards required of directors who serve on an audit committee
of a board of directors established by the Securities Exchange Act and the rules and regulations of
the Commission thereunder and by the National Securities Exchange on which the Common Units are
listed or admitted to trading.



     “Continuous Employment” means continued employment by Parent (or any successor), any
subsidiary of Parent (or any successor), the Partnership, the General Partner or any Affiliate of
the Partnership or the General Partner.



     “Contributed Property” means each property or other asset, in such form as may be permitted by
the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a
Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer
constitute a Contributed Property, but shall be deemed an Adjusted Property.



     “Conversion Notice” has the meaning assigned to such term in Section 5.10.



     “Curative Allocation” means any allocation of an item of income, gain, deduction, loss or
credit pursuant to the provisions of Section 6.1(d)(xi).



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     “Current Market Price” means, in respect of any class of Limited Partner Interests, as of the
date of determination, the average of the daily Closing Prices per Limited Partner Interest of such
class for the 20 consecutive Trading Days immediately prior to such date.



     “Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section
17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such
statute.



     “Departing General Partner” means a former General Partner from and after the effective date
of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.



     “Depositary” means, with respect to any Units issued in global form, The Depository Trust
Company and its successors and permitted assigns.



     “Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).



     “Eligible Holder” means a person or entity qualified to hold an interest in oil and gas leases
on federal lands. As of the date hereof, Eligible Holder means: (1) a citizen of the United States;
(2) a corporation organized under the laws of the United States or of any state thereof; (3) a
public body, including a municipality; or (4) an association of United States citizens, such as a
partnership or limited liability company, organized under the laws of the United States or of any
state thereof, but only if such association does not have any direct or indirect foreign ownership,
other than foreign ownership of stock in a parent corporation organized under the laws of the
United States or of any state thereof. For the avoidance of doubt, onshore mineral leases or any
direct or indirect interest therein may be acquired and held by aliens only through stock
ownership, holding or control in a corporation organized under the laws of the United States or of
any state thereof.



     “Eligible Holder Certification” means a properly completed certificate in such form as may be
specified by the General Partner by which an Assignee or a Limited Partner certifies that he (and
if he is a nominee holding for the account of another Person, that to the best of his knowledge
such other Person) is an Eligible Holder.



     “Executive” means any of I. Jon Brumley, Jon S. Brumley, Robert C. Reeves, L. Ben Nivens or
John W. Arms or their Permitted Transferees.



     “Event of Withdrawal” has the meaning assigned to such term in Section 11.1(a).



     “Fifth Target Distribution” has the meaning assigned to such term in Section 5.10(d)(v).



     “First Conversion Milestone” has the meaning assigned to such term in Section 5.10(e)(i).



     “First Target Distribution” has the meaning assigned to such term in Section 5.10(d)(i).



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     “Fourth Conversion Milestone” has the meaning assigned to such term in Section 5.10(e)(i).



     “Fourth Target Distribution” has the meaning assigned to such term in Section 5.10(d)(iv).



     “General Partner” means Encore Energy Partners GP LLC, a Delaware limited liability company,
and its successors and permitted assigns that are admitted to the Partnership as general partner of
the Partnership, in its capacity as general partner of the Partnership (except as the context
otherwise requires).



     “General Partner Interest” means the ownership interest of the General Partner in the
Partnership (in its capacity as a general partner without reference to any Limited Partner Interest
held by it), which is evidenced by General Partner Units, and includes any and all benefits to
which the General Partner is entitled as provided in this Agreement, together with all obligations
of the General Partner to comply with the terms and provisions of this Agreement.



     “General Partner Unit” means a fractional part of the General Partner Interest having the
rights and obligations specified with respect to the General Partner Interest. A General Partner
Unit is not a Unit. The initial number of General Partner Units held by the General Partner is
221,013.



     “Grantee” has the meaning assigned to such term in Section 5.10(f)(i).



     “Group” means a Person that with or through any of its Affiliates or Associates has any
agreement, contract, arrangement, understanding or relationship for the purpose of acquiring,
holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in
response to a proxy or consent solicitation made to 10 or more Persons), exercising investment
power or disposing of any Partnership Interests with any other Person that beneficially owns, or
whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests.



     “Group Member” means a member of the Partnership Group.



     “Group Member Agreement” means the partnership agreement of any Group Member, other than the
Partnership, that is a limited or general partnership, the limited liability company agreement of
any Group Member that is a limited liability company, the certificate of incorporation and bylaws
or similar organizational documents of any Group Member that is a corporation, the joint venture
agreement or similar governing document of any Group Member that is a joint venture and the
governing or organizational or similar documents of any other Group Member that is a Person other
than a limited or general partnership, limited liability company, corporation or joint venture, as
such may be amended, supplemented or restated from time to time.



     “Indemnitee” means (a) the General Partner, (b) any Departing General Partner, (c) any Person
who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person
who is or was a member, partner, director, officer, fiduciary or trustee of any Group Member, the
General Partner or any Departing General Partner or any Affiliate of any Group



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Member, the General Partner or any Departing General Partner, (e) any Person who is or was
serving at the request of the General Partner or any Departing General Partner or any Affiliate of
the General Partner or any Departing General Partner as an officer, director, member, partner,
fiduciary or trustee of another Person; provided that a Person shall not be an Indemnitee by reason
of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (f) any
Person the General Partner designates as an “Indemnitee” for purposes of this Agreement.



     “Initial Limited Partners” means the parties to this Agreement other than the General Partner.



     “IPO Closing Date” means the first date on which the Common Units are initially offered and
sold by the Partnership to the public.



     “Limited Partner” means, unless the context otherwise requires, (a) the Organizational Limited
Partner prior to its withdrawal from the Partnership, each Initial Limited Partner, each
Substituted Limited Partner, each Additional Limited Partner and any Departing General Partner upon
the change of its status from General Partner to Limited Partner pursuant to Section 11.3, in each
case, in such Person’s capacity as a limited partner of the Partnership; provided, however, that
when the term “Limited Partner” is used herein in the context of any vote or other approval,
including Articles XIII and XIV, such term shall not, solely for such purpose, include any holder
of a Management Incentive Unit (solely with respect to its Management Incentive Units and not with
respect to any other Limited Partner Interest held by such Person) except as may otherwise be
required by law or (b) solely for purposes of Articles V, VI, VII, IX and XII, each Assignee.



     “Limited Partner Interest” means the ownership interest of a Limited Partner or Assignee in
the Partnership, which may be evidenced by Common Units, Management Incentive Units, or other
Partnership Securities or a combination thereof or interest therein, and includes any and all
benefits to which such Limited Partner or Assignee is entitled as provided in this Agreement,
together with all obligations of such Limited Partner or Assignee to comply with the terms and
provisions of this Agreement; provided, however, that when the term “Limited Partner Interest” is
used herein in the context of any vote or other approval, including Articles XIII and XIV, such
term shall not, solely for such purpose, include a Management Incentive Unit except as may
otherwise be required by law.



     “Liquidation Date” means (a) in the case of an event giving rise to the dissolution of the
Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the
date on which the applicable time period during which the holders of Outstanding Units have the
right to elect to continue the business of the Partnership has expired without such an election
being made, and (b) in the case of any other event giving rise to the dissolution of the
Partnership, the date on which such event occurs.



     “Liquidator” means one or more Persons selected by the General Partner to perform the
functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of
the Delaware Act.



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     “Management Incentive Unit” means a Partnership Security representing a fractional part of the
Partnership Interests of all Limited Partners and having the rights and obligations specified with
respect to Management Incentive Units in this Agreement.



     “Merger Agreement” has the meaning assigned to such term in Section 14.1.



     “National Securities Exchange” means an exchange registered with the Commission under Section
6(a) of the Securities Exchange Act, and any successor to such statute.



     “Net Agreed Value” means, (a) in the case of any Contributed Property, the Agreed Value of
such property reduced by any liabilities either assumed by the Partnership upon such contribution
or to which such property is subject when contributed, and (b) in the case of any property
distributed to a Partner or Assignee by the Partnership, the Partnership’s Carrying Value of such
property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed,
reduced by any indebtedness either assumed by such Partner or Assignee upon such distribution or to
which such property is subject at the time of distribution, in either case, as determined under
Section 752 of the Code.



     “Net Income” means, for any taxable year, the excess, if any, of the Partnership’s items of
income and gain (other than those items taken into account in the computation of Net Termination
Gain or Net Termination Loss) for such taxable year over the Partnership’s items of loss and
deduction (other than those items taken into account in the computation of Net Termination Gain or
Net Termination Loss) for such taxable year. The items included in the calculation of Net Income
shall be determined in accordance with Section 5.5(b) and shall include Simulated Gains, Simulated
Losses and Simulated Depletion, but shall not include any items specially allocated under Section
6.1(d); provided, that the determination of the items that have been specially allocated under
Section 6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.



     “Net Loss” means, for any taxable year, the excess, if any, of the Partnership’s items of loss
and deduction (other than those items taken into account in the computation of Net Termination Gain
or Net Termination Loss) for such taxable year over the Partnership’s items of income and gain
(other than those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation of Net Loss shall be
determined in accordance with Section 5.5(b) and shall include Simulated Gains, Simulated Losses
and Simulated Depletion, but shall not include any items specially allocated under Section 6.1(d);
provided, that the determination of the items that have been specially allocated under Section
6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.



     “Net Positive Adjustments” means, with respect to any Partner, the excess, if any, of the
total positive adjustments over the total negative adjustments made to the Capital Account of such
Partner pursuant to Book-Up Events and Book-Down Events.



     “Net Termination Gain” means, for any taxable year, the sum, if positive, of all items of
income, gain, loss or deduction recognized by the Partnership after the Liquidation Date. The items
included in the determination of Net Termination Gain shall be determined in accordance



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with Section 5.5(b) and shall include Simulated Gains, Simulated Losses and Simulated
Depletion, but shall not include any items of income, gain or loss specially allocated under
Section 6.1(d).




     “Net Termination Loss” means, for any taxable year, the sum, if negative, of all items of
income, gain, loss or deduction recognized by the Partnership after the Liquidation Date. The items
included in the determination of Net Termination Loss shall be determined in accordance with
Section 5.5(b) and shall include Simulated Gains, Simulated Losses and Simulated Depletion, but
shall not include any items of income, gain or loss specially allocated under Section 6.1(d).



     “Non-Eligible Holder” means a Person whom the General Partner has determined does not
constitute an Eligible Holder and as to whose Partnership Interest the General Partner has become
the Substituted Limited Partner, pursuant to Section 4.8.



     “Non-Recourse Built-in Gain” means with respect to any Contributed Properties or Adjusted
Properties that are subject to a mortgage or pledge securing a Non-Recourse Liability, the amount
of any taxable gain that would be allocated to the Partners pursuant to Sections 6.2(d)(i)(A),
6.2(d)(ii)(A) and 6.2(d)(iii) if such properties were disposed of in a taxable transaction in full
satisfaction of such liabilities and for no other consideration.



     “Non-Recourse Deductions” means any and all items of loss, deduction or expenditure (including
any expenditure described in Section 705(a)(2)(B) of the Code), Simulated Depletion or Simulated
Loss that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are
attributable to a Non-Recourse Liability.



     “Non-Recourse Liability” has the meaning set forth in Treasury Regulation Section
1.752-1(a)(2).



     “Notice of Election to Purchase” has the meaning assigned to such term in Section 15.1(b).



     “Operating Company” means Encore Energy Partners Operating LLC, a Delaware limited liability
company, and any successors thereto.



     “Opinion of Counsel” means a written opinion of counsel (who may be regular counsel to the
Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner.



     “Organizational Limited Partner” means Encore Partners LP Holdings LLC, a Delaware limited
liability company, in its capacity as the organizational limited partner of the Partnership
pursuant to this Agreement.



     “Outstanding” means, with respect to Partnership Securities, all Partnership Securities that
are issued by the Partnership and reflected as outstanding on the Partnership’s books and records
as of the date of determination; provided, however, that if at any time any Person or Group (other
than the General Partner or its Affiliates) beneficially owns 20% or more of the Outstanding
Partnership Securities of any class then Outstanding, all Partnership Securities



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owned by such Person or Group shall not be voted on any matter and shall not be considered to
be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless
otherwise required by law), calculating required votes, determining the presence of a quorum or for
other similar purposes under this Agreement, except that Units so owned shall be considered to be
Outstanding for purposes of Section 11.1(b)(iv) (such Units shall not, however, be treated as a
separate class of Partnership Securities for purposes of this Agreement); provided, further, that
the foregoing limitation shall not apply to (i) any Person or Group who acquired 20% or more of the
Outstanding Partnership Securities of any class then Outstanding directly from the General Partner
or its Affiliates, (ii) any Person or Group who acquired 20% or more of the Outstanding Partnership
Securities of any class then Outstanding directly or indirectly from a Person or Group described in
clause (i) provided that the General Partner shall have notified such Person or Group in writing
that such limitation shall not apply, or (iii) any Person or Group who acquired 20% or more of any
Partnership Securities issued by the Partnership with the prior approval of the Board of Directors
of the General Partner.




     “Parent” means Encore Acquisition Company and its successors and permitted assigns.



     “Partner Non-Recourse Debt” has the meaning set forth in Treasury Regulation Section
1.704-2(b)(4).



     “Partner Non-Recourse Debt Minimum Gain” has the meaning set forth in Treasury Regulation
Section 1.704-2(i)(2).



     “Partner Non-Recourse Deductions” means any and all items of loss, deduction or expenditure
(including any expenditure described in Section 705(a)(2)(B) of the Code), Simulated Depletion or
Simulated Loss that, in accordance with the principles of Treasury Regulation Section 1.704-2(i),
are attributable to a Partner Non-Recourse Debt.



     “Partners” means the General Partner and the Limited Partners.



     “Partnership” means Encore Energy Partners LP, a Delaware limited partnership.



     “Partnership Group” means the Partnership and its Subsidiaries treated as a single
consolidated entity.



     “Partnership Interest” means an interest in the Partnership, which shall include the General
Partner Interest and Limited Partner Interests.



     “Partnership Minimum Gain” means that amount determined in accordance with the principles of
Treasury Regulation Section 1.704-2(d).



     “Partnership Security” means any class or series of equity interest in the Partnership (but
excluding any options, rights, warrants and appreciation rights relating to an equity interest in
the Partnership), including Common Units, Management Incentive Units and General Partner Units.



     “Percentage Interest” means as of any date of determination (a) as to the General Partner (in
its capacity as General Partner without reference to any Limited Partner Interests held by it) with
respect to General Partner Units and as to any Unitholder or Assignee with respect to



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Common Units, the product obtained by multiplying (i) 100% less the percentage applicable to
clause (b) below by (ii) the quotient obtained by dividing (A) the number of General Partner Units
held by the General Partner, the number of Common Units held by such Unitholder or Assignee, or the
number of Common Unit Equivalents held by such Unitholder or Assignee, as the case may be, by (B)
the total number of Outstanding Common Units, the total number of Outstanding Common Unit
Equivalents and General Partner Units, and (b) as to the holders of other Partnership Securities
issued by the Partnership in accordance with Section 5.6, the percentage established as a part of
such issuance.




     “Permitted Transferee” means (i) the Partnership and (ii) an Executive’s Relatives, any trust
of which there are no principal beneficiaries other than such Executive or one or more of such
Executive’s Relatives, or a corporation, partnership, limited liability company or other Person of
which there are no owners other than such Executive, one or more of such Executive’s Relatives or
another entity of which there are no other owners other than such Executive or one or more of such
Executive’s Relatives (provided that each such transferee agrees to be bound by the terms of this
Agreement as if it were an original party hereto and further agrees that it shall not thereafter
transfer such Management Incentive Units to any Person to whom such transferor would not be
permitted to transfer such Management Incentive Units pursuant to the terms of this Agreement).



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



     “Plan of Conversion” has the meaning assigned to such term in Section 14.1.



     “Pro Rata” means (a) when used with respect to Units or any class thereof, apportioned equally
among all designated Units in accordance with their relative Percentage Interests, (b) when used
with respect to Partners and Assignees or Record Holders, apportioned among all Partners and
Assignees or Record Holders in accordance with their relative Percentage Interests, and (c) when
used with respect to holders of Management Incentive Units, apportioned equally among all holders
of Management Incentive Units in accordance with the relative number or percentage of Management
Incentive Units held by each such holder.



     “Purchase Date” means the date determined by the General Partner as the date for purchase of
all Outstanding Limited Partner Interests of a certain class (other than Limited Partner Interests
owned by the General Partner and its Affiliates) pursuant to Article XV.



     “Quarter” means, unless the context requires otherwise, a fiscal quarter of the Partnership,
or, with respect to the fiscal quarter of the Partnership which includes the IPO Closing Date, the
portion of such fiscal quarter after the IPO Closing Date.



     “Recapture Income” means any gain recognized by the Partnership (computed without regard to
any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any
property or asset of the Partnership, which gain is characterized as ordinary income because it
represents the recapture of deductions previously taken with respect to such property or asset.



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     “Record Date” means the date established by the General Partner or otherwise in accordance
with this Agreement for determining (a) the identity of the Record Holders entitled to notice of,
or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of
Partnership action in writing without a meeting or entitled to exercise rights in respect of any
lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any
report or distribution or to participate in any offer.



     “Record Holder” means (a) the Person in whose name a Common Unit is registered on the books of
the Transfer Agent as of the opening of business on a particular Business Day, or (b) with respect
to other Partnership Interests, the Person in whose name any such other Partnership Interest is
registered on the books that the General Partner has caused to be kept as of the opening of
business on such Business Day.



     “Redeemable Interests” means any Partnership Interests for which a redemption notice has been
given, and has not been withdrawn, pursuant to Section 4.9.



     “Relatives” means, collectively, an Executive’s spouse, parents, children, grandchildren,
siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law.



     “Remaining Net Positive Adjustments” means as of the end of any taxable period, (a) with
respect to the Unitholders holding Common Units, the excess of (i) the Net Positive Adjustments of
the Unitholders holding Common Units as of the end of such period over (ii) the sum of those
Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (b) with
respect to the General Partner (as holder of the General Partner Interest), the excess of (i) the
Net Positive Adjustments of the General Partner as of the end of such period over (ii) the sum of
the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General
Partner Interest for each prior taxable period, and (c) with respect to the holders of Management
Incentive Units, the excess of (a) the Net Positive Adjustments of the holders of Management
Incentive Units as of the end of such period over (b) the sum of the Share of Additional Book Basis
Derivative Items of the holders of the Management Incentive Units for each prior taxable period.



     “Required Allocations” means (a) any limitation imposed on any allocation of Net Losses or Net
Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income,
gain, loss, deduction, Simulated Depletion or Simulated Loss pursuant to Section 6.1(d)(i),
6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).



     “Residual Gain” or “Residual Loss” means any item of gain or loss, as the case may be, of the
Partnership recognized for federal income tax purposes resulting from a sale, exchange or other
disposition of a Contributed Property or Adjusted Property, to the extent such item of gain or loss
or Simulated Depletion or Simulated Loss is not allocated pursuant to Section 6.2(d)(i)(A) or
6.2(d)(ii)(A), respectively, to eliminate Book-Tax Disparities.



     “Second Conversion Milestone” has the meaning assigned to such term in Section 5.10(e)(i).



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     “Second Target Distribution” has the meaning assigned to such term in Section 5.10(d)(ii).



     “Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from
time to time and any successor to such statute.



     “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented
or restated from time to time and any successor to such statute.



     “Seventh Target Distribution” has the meaning assigned to such term in Section 5.10(d)(vii).



     “Share of Additional Book Basis Derivative Items” means in connection with any allocation of
Additional Book Basis Derivative Items for any taxable period, (a) with respect to the Unitholders
holding Common Units, the amount that bears the same ratio to such Additional Book Basis Derivative
Items as the Unitholders’ Remaining Net Positive Adjustments as of the end of such period bears to
the Aggregate Remaining Net Positive Adjustments as of that time, (b) with respect to the General
Partner (as holder of the General Partner Interest), the amount that bears the same ratio to such
Additional Book Basis Derivative Items as the General Partner’s Remaining Net Positive Adjustments
as of the end of such period bears to the Aggregate Remaining Net Positive Adjustment as of that
time, and (c) with respect to the Partners holding Management Incentive Units, the amount that
bears the same ratio to such Additional Book Basis Derivative Items as the Remaining Net Positive
Adjustments of the Partners holding the Management Incentive Units as of the end of such period
bears to the Aggregate Remaining Net Positive Adjustments as of that time.



     “Sharing Percentage” means as of any date of determination (a) as to the General Partner (in
its capacity as General Partner without reference to any Limited Partner Interests held by it) with
respect to General Partner Units and as to any Unitholder or Assignee with respect to Common Units,
the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by
(ii) the quotient obtained by dividing (A) the number of General Partner Units held by the General
Partner or the number of Common Units held by such Unitholder or Assignee, as the case may be, by
(B) the total number of Outstanding Common Units and General Partner Units, and (b) as to the
holders of other Partnership Securities issued by the Partnership in accordance with Section 5.6,
the percentage established as a part of such issuance. The Management Incentive Units will be
disregarded in the computation of “Sharing Percentage.”



     “Simulated Basis” means the Carrying Value of any oil and gas property (as defined in Section
614 of the Code).



     “Simulated Depletion” means, with respect to an oil and gas property (as defined in Section
614 of the Code), a depletion allowance computed in accordance with federal income tax principles
(as if the Simulated Basis of the property was its adjusted tax basis) and in the manner specified
in Treasury Regulation § 1.704-1(b)(2)(iv)(k)(2). For purposes of computing Simulated Depletion
with respect to any property, the Simulated Basis of such property shall be



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deemed to be the Carrying Value of such property, and in no event shall such allowance for
Simulated Depletion, in the aggregate, exceed such Simulated Basis.




     “Simulated Gain” means the excess of the amount realized from the sale or other disposition of
an oil or gas property over the Carrying Value of such property.



     “Simulated Loss” means the excess of the Carrying Value of an oil or gas property over the
amount realized from the sale or other disposition of such property.



     “Sixth Target Distribution” has the meaning assigned to such term in Section 5.10(d)(vi).



     “Special Approval” means approval by a majority of the members of the Conflicts Committee
acting in good faith.



     “Stated Distribution” means $0.35 per Common Unit or such other amount determined by the
Conflicts Committee upon reissuance of a Management Incentive Unit as contemplated by Section
5.10(f)(iii).



     “Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of
the voting power of shares entitled (without regard to the occurrence of any contingency) to vote
in the election of directors or other governing body of such corporation is owned, directly or
indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such
Person or a combination thereof, (b) a partnership (whether general or limited) or limited
liability company in which such Person or a Subsidiary of such Person is, at the date of
determination, a general or limited partner of such partnership or member of such limited liability
company, but only if more than 50% of the partnership interests of such partnership or membership
interests of such limited liability company (considering all of the partnership interests or
membership interests as a single class) is owned, directly or indirectly, at the date of
determination, by such Person, by one or more Subsidiaries of such Person, or a combination
thereof, or (c) any other Person (other than a corporation, a partnership or a limited liability
company) in which such Person, one or more Subsidiaries of such Person, or a combination thereof,
directly or indirectly, at the date of determination, has (i) at least a majority ownership
interest or (ii) the power to elect or direct the election of a majority of the directors or other
governing body of such Person.



     “Substituted Limited Partner” means a Person who is admitted as a Limited Partner to the
Partnership pursuant to Section 10.2 in place of and with all the rights of a Limited Partner and
who is shown as a Limited Partner on the books and records of the Partnership.



     “Surviving Business Entity” has the meaning assigned to such term in Section 14.2(b)(ii).



     “Target Distribution” means the First Target Distribution, the Second Target Distribution, the
Third Target Distribution, the Fourth Target Distribution, the Fifth Target Distribution, the Sixth
Target Distribution or the Seventh Target Distribution, as the case may be.



     “Third Conversion Milestone” has the meaning assigned to such term in Section 5.10(e)(i).



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     “Third Target Distribution” has the meaning assigned to such term in Section 5.10(d)(iii).



     “Trading Day” means, for the purpose of determining the Current Market Price of any class of
Limited Partner Interests, a day on which the principal National Securities Exchange on which such
class of Limited Partner Interests is listed is open for the transaction of business or, if Limited
Partner Interests of a class are not listed on any National Securities Exchange, a day on which
banking institutions in New York City generally are open.



     “transfer” has the meaning assigned to such term in Section 4.4(a).



     “Transfer Agent” means such bank, trust company or other Person (including the General Partner
or one of its Affiliates) as shall be appointed from time to time by the General Partner to act as
registrar and transfer agent for the Common Units; provided, that if no Transfer Agent is
specifically designated for any other Partnership Securities, the General Partner shall act in such
capacity.



     “Transfer Application” means an application and agreement for transfer of Units in the form
set forth on the back of a Certificate or in a form substantially to the same effect in a separate
instrument.



     “Unit” means a Partnership Security that is designated as a “Unit” and shall include Common
Units and Management Incentive Units but shall not include the General Partner Interest.



     “Unitholders” means the holders of Units.



     “Unit Majority” means at least a majority of the Outstanding Common Units.



     “Unrealized Gain” attributable to any item of Partnership property means, as of any date of
determination, the excess, if any, of (a) the fair market value of such property as of such date
(as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date
(prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).



     “Unrealized Loss” attributable to any item of Partnership property means, as of any date of
determination, the excess, if any, of (a) the Carrying Value of such property as of such date
(prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair
market value of such property as of such date (as determined under Section 5.5(d)).



     “U.S. GAAP” means United States generally accepted accounting principles consistently applied.



     “Withdrawal Opinion of Counsel” has the meaning assigned to such term in Section 11.1(b).




			
	Section 1.2	 	Construction.





     Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns,



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pronouns and verbs shall include the plural and vice versa; (b) references to Articles and
Sections refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”,
“including” and words of like import shall be deemed to be followed by the words “without
limitation”; and (d) the terms “hereof”, “herein” and “hereunder” refer to this Agreement as a
whole and not to any particular provision of this Agreement. The table of contents and headings
contained in this Agreement are for reference purposes only, and shall not affect in any way the
meaning or interpretation of this Agreement.




ARTICLE II




ORGANIZATION





			
	Section 2.1	 	Formation.





     The General Partner and the Organizational Limited Partners have previously formed the
Partnership as a limited partnership pursuant to the provisions of the Delaware Act and hereby
amend and restate the original Agreement of Limited Partnership of Encore Energy Partners LP in its
entirety. This amendment and restatement shall become effective on the date of this Agreement.
Except as expressly provided to the contrary in this Agreement, the rights, duties (including
fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution
and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests
shall constitute personal property of the owner thereof for all purposes.




			
	Section 2.2	 	Name.





     The name of the Partnership shall be “Encore Energy Partners LP” The Partnership’s business
may be conducted under any other name or names as determined by the General Partner, including the
name of the General Partner. The words “Limited Partnership,” “LP,” “Ltd.” or similar words or
letters shall be included in the Partnership’s name where necessary for the purpose of complying
with the laws of any jurisdiction that so requires. The General Partner may change the name of the
Partnership at any time and from time to time and shall notify the Limited Partners of such change
in the next regular communication to the Limited Partners.




			
	Section 2.3	 	Registered Office; Registered Agent; Principal Office; Other Offices





     Unless and until changed by the General Partner, the registered office of the Partnership in
the State of Delaware shall be located at 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801, and the registered agent for service of process on the Partnership in the State of
Delaware at such registered office shall be The Corporation Trust Company. The principal office of
the Partnership shall be located at 777 Main Street, Suite 1400, Fort Worth, Texas 76102 or such
other place as the General Partner may from time to time designate by notice to the Limited
Partners. The Partnership may maintain offices at such other place or places within or outside the
State of Delaware as the General Partner shall determine necessary or appropriate. The address of
the General Partner shall be 777 Main Street, Suite 1400, Fort Worth, Texas 76102 or such other
place as the General Partner may from time to time designate by notice to the Limited Partners.



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	Section 2.4	 	Purpose and Business.





     The purpose and nature of the business to be conducted by the Partnership shall be to (a)
engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint
venture, limited liability company or other arrangement to engage indirectly in, any business
activity that is approved by the General Partner and that lawfully may be conducted by a limited
partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of
the rights and powers conferred upon the Partnership pursuant to the agreements relating to such
business activity, and (b) do anything necessary or appropriate to the foregoing, including the
making of capital contributions or loans to a Group Member; provided, however, that the General
Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity
that the General Partner determines would cause the Partnership to be treated as an association
taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the
fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or
approve, and may decline to propose or approve, the conduct by the Partnership of any business free
of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee
and, in declining to so propose or approve, shall not be required to act in good faith or pursuant
to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement
contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.




			
	Section 2.5	 	Powers.





     The Partnership shall be empowered to do any and all acts and things necessary or appropriate
for the furtherance and accomplishment of the purposes and business described in Section 2.4 and
for the protection and benefit of the Partnership.




			
	Section 2.6	 	Power of Attorney.





     (a) Each Limited Partner and each Assignee hereby constitutes and appoints the General Partner
and, if a Liquidator shall have been selected pursuant to Section 12.3, the Liquidator (and any
successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of
their authorized officers and attorneys-in-fact, as the case may be, with full power of
substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in
his name, place and stead, to:




     (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public
offices (A) all certificates, documents and other instruments (including this Agreement and
the Certificate of Limited Partnership and all amendments or restatements hereof or thereof)
that the General Partner or the Liquidator determines to be necessary or appropriate to
form, qualify or continue the existence or qualification of the Partnership as a limited
partnership (or a partnership in which the limited partners have limited liability) in the
State of Delaware and in all other jurisdictions in which the Partnership may conduct
business or own property; (B) all certificates, documents and other instruments that the
General Partner or the Liquidator determines to be necessary or appropriate to reflect, in
accordance with its terms, any amendment, change, modification or restatement of this
Agreement; (C) all certificates, documents and other instruments



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(including conveyances and a certificate of cancellation) that the General Partner or
the Liquidator determines to be necessary or appropriate to reflect the dissolution and
liquidation of the Partnership pursuant to the terms of this Agreement; (D) all
certificates, documents and other instruments relating to the admission, withdrawal, removal
or substitution of any Partner pursuant to, or other events described in, Article IV, X, XI
or XII; (E) all certificates, documents and other instruments relating to the determination
of the rights, preferences and privileges of any class or series of Partnership Securities
issued pursuant to Section 5.6; and (F) all certificates, documents and other instruments
(including agreements and a certificate of merger) relating to a merger, consolidation or
conversion of the Partnership pursuant to Article XIV; and




     (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents,
approvals, waivers, certificates, documents and other instruments that the General Partner
or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give,
confirm or ratify any vote, consent, approval, agreement or other action that is made or
given by the Partners hereunder or is consistent with the terms of this Agreement or (B)
effectuate the terms or intent of this Agreement; provided, that when required by Section
13.3 or any other provision of this Agreement that establishes a percentage of the Limited
Partners or of the Limited Partners of any class or series required to take any action, the
General Partner and the Liquidator may exercise the power of attorney made in this Section
2.6(a)(ii) only after the necessary vote, consent or approval of the Limited Partners or of
the Limited Partners of such class or series, as applicable.


Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to
amend this Agreement except in accordance with Article XIII or as may be otherwise expressly
provided for in this Agreement.




     (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled
with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected
by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or
termination of any Limited Partner or Assignee and the transfer of all or any portion of such
Limited Partner’s or Assignee’s Partnership Interest and shall extend to such Limited Partner’s or
Assignee’s heirs, successors, assigns and personal representatives. Each such Limited Partner or
Assignee hereby agrees to be bound by any representation made by the General Partner or the
Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner
or Assignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be
available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken
in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and
deliver to the General Partner or the Liquidator, within 15 days after receipt of the request
therefor, such further designation, powers of attorney and other instruments as the General Partner
or the Liquidator may request in order to effectuate this Agreement and the purposes of the
Partnership.



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	Section 2.7	 	Term.





     The term of the Partnership commenced upon the filing of the Certificate of Limited
Partnership in accordance with the Delaware Act and shall continue in existence until the
dissolution of the Partnership in accordance with the provisions of Article XII. The existence of
the Partnership as a separate legal entity shall continue until the cancellation of the Certificate
of Limited Partnership as provided in the Delaware Act.




			
	Section 2.8	 	Title to Partnership Assets.





     Title to Partnership assets, whether real, personal or mixed and whether tangible or
intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or
Assignee, individually or collectively, shall have any ownership interest in such Partnership
assets or any portion thereof. Title to any or all of the Partnership assets may be held in the
name of the Partnership, the General Partner, one or more of its Affiliates or one or more
nominees, as the General Partner may determine. The General Partner hereby declares and warrants
that any Partnership assets for which record title is held in the name of the General Partner or
one or more of its Affiliates or one or more nominees shall be held by the General Partner or such
Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions
of this Agreement; provided, however, that the General Partner shall use reasonable efforts to
cause record title to such assets (other than those assets in respect of which the General Partner
determines that the expense and difficulty of conveyancing makes transfer of record title to the
Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable;
provided, further, that, prior to the withdrawal or removal of the General Partner or as soon
thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer
of record title to the Partnership and, prior to any such transfer, will provide for the use of
such assets in a manner satisfactory to the General Partner. All Partnership assets shall be
recorded as the property of the Partnership in its books and records, irrespective of the name in
which record title to such Partnership assets is held.




			
	Section 2.9	 	Certain Undertakings Relating to the Separateness of the Partnership.





     (a) Separateness Generally. The Partnership shall conduct its business and operations
separate and apart from those of any other Person (other than the General Partner) in accordance
with this Section 2.9.



     (b) Separate Records. The Partnership shall maintain (i) its books and records, (ii) its
accounts, and (iii) its financial statements, separate from those of any other Person, except its
consolidated Subsidiaries.



     (c) Separate Assets. The Partnership shall not commingle or pool its funds or other assets
with those of any other Person, except its consolidated Subsidiaries, and shall maintain its assets
in a manner that is not costly or difficult to segregate, ascertain or otherwise identify as
separate from those of any other Person.



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     (d) Separate Name. The Partnership shall (i) conduct its business in its own name, (ii) use
separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding its
separate identity, and (iv) generally hold itself out as a separate entity.



     (e) Separate Credit. The Partnership shall not (i) pay its own liabilities from a source
other than its own funds, (ii) guarantee or become obligated for the debts of any other Person,
except its Subsidiaries, (iii) hold out its credit as being available to satisfy the obligations of
any other Person, except its Subsidiaries, (iv) acquire obligations or debt securities of the
General Partner or its Affiliates (other than the Partnership or its Subsidiaries), or (v) pledge
its assets for the benefit of any Person or make loans or advances to any Person, except its
Subsidiaries; provided that the Partnership may engage in any transaction described in clauses
(ii)—(v) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction
and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance
from a nationally recognized firm of independent public accountants or a nationally recognized
investment banking or valuation firm, that the borrower or recipient of the credit extension is not
then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the
case of transactions described in clause (iv), such transaction is completed through a public
auction or a National Securities Exchange.



     (f) Separate Formalities. The Partnership shall (i) observe all partnership formalities and
other formalities required by its organizational documents, the laws of the jurisdiction of its
formation, or other laws, rules, regulations and orders of governmental authorities exercising
jurisdiction over it, (ii) engage in transactions with the General Partner and its Affiliates
(other than another Group Member) in conformity with the requirements of Section 7.9, and (iii)
promptly pay, from its own funds, and on a current basis, its allocable share of general and
administrative expenses, capital expenditures, and costs for shared services performed by
Affiliates of the General Partner (other than another Group Member). Each material contract
between the Partnership or another Group Member, on the one hand, and the Affiliates of the General
Partner (other than a Group Member), on the other hand, shall be in writing.



     (g) No Effect. Failure by the General Partner or the Partnership to comply with any of the
obligations set forth above shall not affect the status of the Partnership as a separate legal
entity, with its separate assets and separate liabilities. The General Partner and the Partnership
may be consolidated for financial reporting purposes with Encore Acquisition Company and its
subsidiaries; provided, however, that such consolidation shall not affect the status of the
Partnership as a separate legal entity with its separate assets and separate liabilities.



ARTICLE III




RIGHTS OF LIMITED PARTNERS





			
	Section 3.1	 	Limitation of Liability.





     The Limited Partners and the Assignees shall have no liability under this Agreement except as
expressly provided in this Agreement or the Delaware Act.



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	Section 3.2	 	Management of Business.





     No Limited Partner or Assignee, in its capacity as such, shall participate in the operation,
management or control (within the meaning of the Delaware Act) of the Partnership’s business,
transact any business in the Partnership’s name or have the power to sign documents for or
otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any
officer, director, employee, manager, member, general partner, agent or trustee of the General
Partner or any of its Affiliates, or any officer, director, employee, manager, member, general
partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be
participation in the control of the business of the Partnership by a limited partner of the
Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and shall not affect,
impair or eliminate the limitations on the liability of the Limited Partners or Assignees under
this Agreement.




			
	Section 3.3	 	Outside Activities of the Limited Partners.





     Subject to the provisions of Section 7.5, any Limited Partner or Assignee shall be entitled to
and may have business interests and engage in business activities in addition to those relating to
the Partnership, including business interests and activities in direct competition with the
Partnership Group. Neither the Partnership nor any of the other Partners or Assignees shall have
any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee.




			
	Section 3.4	 	Rights of Limited Partners.





     (a) In addition to other rights provided by this Agreement or by applicable law, and except as
limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonably
related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable
written demand stating the purpose of such demand, and at such Limited Partner’s own expense:




     (i) to obtain true and full information regarding the status of the business and
financial condition of the Partnership;




     (ii) promptly after its becoming available, to obtain a copy of the Partnership’s
federal, state and local income tax returns for each year;




     (iii) to obtain a current list of the name and last known business, residence or
mailing address of each Partner;




     (iv) to obtain a copy of this Agreement and the Certificate of Limited Partnership and
all amendments thereto, together with copies of the executed copies of all powers of
attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all
amendments thereto have been executed;




     (v) to obtain true and full information regarding the amount of cash and a description
and statement of the Net Agreed Value of any other Capital Contribution by



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each Partner and that each Partner has agreed to contribute in the future, and the date
on which each became a Partner; and




     (vi) to obtain such other information regarding the affairs of the Partnership as is
just and reasonable.



     (b) The General Partner may keep confidential from the Limited Partners and Assignees, for
such period of time as the General Partner deems reasonable, (i) any information that the General
Partner reasonably believes to be in the nature of trade secrets or (ii) other information the
disclosure of which the General Partner in good faith believes (A) is not in the best interests of
the Partnership Group, (B) could damage the Partnership Group or its business or (C) that any Group
Member is required by law or by agreement with any third party to keep confidential (other than
agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the
obligations set forth in this Section 3.4).



ARTICLE IV




CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;

REDEMPTION OF PARTNERSHIP INTERESTS





			
	Section 4.1	 	Certificates.





     Upon the Partnership’s issuance of Common Units to any Person, the Partnership shall issue,
upon the request of such Person, one or more Certificates in the name of such Person evidencing the
number of such Units being so issued. In addition, (a) upon the General Partner’s request, the
Partnership shall issue to it one or more Certificates in the name of the General Partner
evidencing its General Partner Interest and (b) upon the request of any Person owning Management
Incentive Units or any other Partnership Securities other than Common Units, the Partnership shall
issue to such Person one or more certificates evidencing such Management Incentive Units or other
Partnership Securities other than Common Units. Certificates shall be executed on behalf of the
Partnership by the Chairman of the Board, Chief Executive Officer, President or any Executive Vice
President, Senior Vice President or Vice President and the Chief Financial Officer or the Secretary
or any Assistant Secretary of the General Partner. No Common Unit Certificate shall be valid for
any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the
General Partner elects to issue Common Units in global form, the Common Unit Certificates shall be
valid upon receipt of a certificate from the Transfer Agent certifying that the Common Units have
been duly registered in accordance with the directions of the Partnership. Subject to the
requirements of Section 6.4, the Partners holding Certificates evidencing Management Incentive
Units may exchange such Certificates for Certificates evidencing Common Units on or after the date
on which such Management Incentive Units are converted into Common Units pursuant to the terms of
Section 5.10.




			
	Section 4.2	 	Mutilated, Destroyed, Lost or Stolen Certificates.





     (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate
officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent



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shall countersign and deliver in exchange therefor, a new Certificate evidencing the same
number and type of Partnership Securities as the Certificate so surrendered.




     (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute
and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any
Certificate previously issued if the Record Holder of the Certificate:




     (i) makes proof by affidavit, in form and substance satisfactory to the General
Partner, that a previously issued Certificate has been lost, destroyed or stolen;




     (ii) requests the issuance of a new Certificate before the General Partner has notice
that the Certificate has been acquired by a purchaser for value in good faith and without
notice of an adverse claim;




     (iii) if requested by the General Partner, delivers to the General Partner a bond, in
form and substance satisfactory to the General Partner, with surety or sureties and with
fixed or open penalty as the General Partner may direct to indemnify the Partnership, the
Partners, the General Partner and the Transfer Agent against any claim that may be made on
account of the alleged loss, destruction or theft of the Certificate; and




     (iv) satisfies any other reasonable requirements imposed by the General Partner.



     If a Limited Partner or Assignee fails to notify the General Partner within a reasonable
period of time after he has notice of the loss, destruction or theft of a Certificate, and a
transfer of the Limited Partner Interests represented by the Certificate is registered before the
Partnership, the General Partner or the Transfer Agent receives such notification, the Limited
Partner or Assignee shall be precluded from making any claim against the Partnership, the General
Partner or the Transfer Agent for such transfer or for a new Certificate.



     (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General
Partner may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Transfer Agent) reasonably connected therewith.




			
	Section 4.3	 	Record Holders.





     The Partnership shall be entitled to recognize the Record Holder as the Partner or Assignee
with respect to any Partnership Interest and, accordingly, shall not be bound to recognize any
equitable or other claim to, or interest in, such Partnership Interest on the part of any other
Person, regardless of whether the Partnership shall have actual or other notice thereof, except as
otherwise provided by law or any applicable rule, regulation, guideline or requirement of any
National Securities Exchange on which such Partnership Interests are listed or admitted to trading.
Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or
clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some
other representative capacity for another Person in acquiring and/or holding Partnership Interests,
as between the Partnership on the one hand, and such other Persons on the



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other, such representative Person (a) shall be the Partner or Assignee (as the case may be) of
record and beneficially, (b) must execute and deliver a Transfer Application and (c) shall be bound
by this Agreement and shall have the rights and obligations of a Partner or Assignee (as the case
may be) hereunder and as, and to the extent, provided for herein.





			
	Section 4.4	 	Transfer Generally.





     (a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest,
shall be deemed to refer to a transaction (i) by which the General Partner assigns its General
Partner Interest to another Person or by which a holder of Management Incentive Units assigns its
Management Incentive Units to another Person, and includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii)
by which the holder of a Limited Partner Interest (other than a Management Incentive Unit) assigns
such Limited Partner Interest to another Person who is or becomes a Limited Partner or an Assignee,
and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise,
including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.



     (b) No Partnership Interest shall be transferred, in whole or in part, except in accordance
with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a
Partnership Interest not made in accordance with this Article IV shall be null and void.



     (c) Nothing contained in this Agreement shall be construed to prevent a disposition by any
stockholder, member, partner or other owner of the General Partner of any or all of the shares of
stock, membership interests, partnership interests or other ownership interests in the General
Partner.




			
	Section 4.5	 	Registration and Transfer of Limited Partner Interests.





     (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register
in which, subject to such reasonable regulations as it may prescribe and subject to the provisions
of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited
Partner Interests. The Transfer Agent is hereby appointed registrar and transfer agent for the
purpose of registering Common Units and transfers of such Common Units as herein provided. The
Partnership shall not recognize transfers of Certificates evidencing Limited Partner Interests
unless such transfers are effected in the manner described in this Section 4.5. Upon surrender of a
Certificate for registration of transfer of any Limited Partner Interests evidenced by a
Certificate, and subject to the provisions of Section 4.5(b), the appropriate officers of the
General Partner on behalf of the Partnership shall execute and deliver, and in the case of Common
Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the
designated transferee or transferees, as required pursuant to the holder’s instructions, one or
more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as
was evidenced by the Certificate so surrendered.



     (b) Except as otherwise provided in Section 4.8, the General Partner shall not recognize any
transfer of Limited Partner Interests until the Certificates evidencing such Limited



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     Partner Interests are surrendered for registration of transfer and such Certificates are
accompanied by a Transfer Application properly completed and duly executed by the transferee (or
the transferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the
General Partner for such transfer; provided, that as a condition to the issuance of any new
Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed with respect thereto. No
distributions or allocations will be made in respect of the Limited Partner Interests until a
properly completed Transfer Application has been delivered.



     (c) Limited Partner Interests may be transferred only in the manner described in this Section
4.5. The transfer of any Limited Partner Interests and the admission of any new Limited Partner
shall not constitute an amendment to this Agreement.



     (d) Until admitted as a Substituted Limited Partner pursuant to Section 10.2, the Record
Holder of a Limited Partner Interest shall be an Assignee in respect of such Limited Partner
Interest. Limited Partners may include custodians, nominees or any other individual or entity in
its own or any representative capacity.



     (e) A transferee of a Limited Partner Interest who has completed and delivered a Transfer
Application shall be deemed to have (i) requested admission as a Substituted Limited Partner, (ii)
agreed to comply with and be bound by and to have executed this Agreement, (iii) represented and
warranted that such transferee has the right, power and authority and, if an individual, the
capacity to enter into this Agreement, (iv) granted the powers of attorney set forth in this
Agreement and (v) given the consents and approvals and made the waivers contained in this
Agreement.



     (f) The General Partner and its Affiliates shall have the right at any time to transfer their
Common Units to one or more Persons.



     (g) Notwithstanding the foregoing, no Executive may transfer any Management Incentive Unit,
except to a Permitted Transferee, without the prior written consent of the General Partner, and any
such purported transfer in conflict with the foregoing is void.




			
	Section 4.6	 	Transfer of the General Partner’s General Partner Interest.





     (a) Subject to Section 4.6(c) below, prior to December 31, 2016, the General Partner shall not
transfer all or any part of its General Partner Interest to a Person unless such transfer (i) has
been approved by the prior written consent or vote of the holders of at least a majority of the
Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or
(ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the
General Partner (other than an individual) or (B) another Person (other than an individual) in
connection with the merger or consolidation of the General Partner with or into such other Person
or the transfer by the General Partner of all or substantially all of its assets to such other
Person.



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     (b) Subject to Section 4.6(c) below, on or after December 31, 2016, the General Partner may at
its option transfer all or any of its General Partner Interest without Unitholder approval.



     (c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all
or any part of its General Partner Interest to another Person shall be permitted unless (i) the
transferee agrees to assume the rights and duties of the General Partner under this Agreement and
to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of
Counsel that such transfer would not result in the loss of limited liability under Delaware law of
any Limited Partner or cause the Partnership to be treated as an association taxable as a
corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent
not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the
appropriate portion thereof, if applicable) of the partnership or membership interest of the
General Partner as the general partner or managing member, if any, of each other Group Member. In
the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or
successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be
admitted to the Partnership as the General Partner immediately prior to the transfer of the General
Partner Interest, and the business of the Partnership shall continue without dissolution.




			
	Section 4.7	 	Restrictions on Transfers.





     (a) Except as provided in Section 4.7(c) below, and notwithstanding the other provisions of
this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i)
violate the then applicable federal or state securities laws or rules and regulations of the
Commission, any state securities commission or any other governmental authority with jurisdiction
over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws
of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an
association taxable as a corporation or otherwise to be taxed as an entity for federal income tax
purposes (to the extent not already so treated or taxed).



     (b) The General Partner may impose restrictions on the transfer of Partnership Interests if it
receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of
the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for
federal income tax purposes. The General Partner may impose such restrictions by amending this
Agreement; provided, however, that any amendment that would result in the delisting or suspension
of trading of any class of Limited Partner Interests on the principal National Securities Exchange
on which such class of Limited Partner Interests is then listed or admitted to trading must be
approved, prior to such amendment being effected, by the holders of at least a majority of the
Outstanding Limited Partner Interests of such class.



     (c) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the
settlement of any transactions involving Partnership Interests entered into through the facilities
of any National Securities Exchange on which such Partnership Interests are listed or admitted to
trading.



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     (d) Each certificate evidencing Partnership Interests shall bear a conspicuous legend in
substantially the following form:




     THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF
ENCORE ENERGY PARTNERS LP THAT THIS SECURITY MAY NOT BE SOLD,
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER
WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES
LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B)
TERMINATE THE EXISTENCE OR QUALIFICATION OF ENCORE ENERGY PARTNERS
LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ENCORE
ENERGY PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A
CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME
TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED).
ENCORE ENERGY PARTNERS GP LLC, THE GENERAL PARTNER OF ENCORE ENERGY
PARTNERS LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF
THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH
RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF ENCORE
ENERGY PARTNERS LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE
BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE
RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF
ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE
FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS
SECURITY IS LISTED OR ADMITTED TO TRADING.




			
	Section 4.8	 	Eligible Holder Certifications; Non-Eligible Holders.





     (a) If a transferee of a Limited Partner Interest fails to furnish a properly completed
Eligible Holder Certification in a Transfer Application or if, upon receipt of such Eligible Holder
Certification or otherwise, the General Partner determines that such transferee is not an Eligible
Holder, the Limited Partner Interests owned by such transferee shall be subject to redemption in
accordance with the provisions of Section 4.9.



     (b) The General Partner may request any Limited Partner or Assignee to furnish to the General
Partner, within 30 days after receipt of such request, an executed Eligible Holder Certification or
such other information concerning his nationality, citizenship or other related



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status (or, if the Limited Partner or Assignee is a nominee holding for the account of another
Person, the nationality, citizenship or other related status of such Person) as the General Partner
may request. If a Limited Partner or Assignee fails to furnish to the General Partner within the
aforementioned 30-day period such Eligible Holder Certification or other requested information or
if upon receipt of such Eligible Holder Certification or other requested information the General
Partner determines that a Limited Partner or Assignee is not an Eligible Holder, the Limited
Partner Interests owned by such Limited Partner or Assignee shall be subject to redemption in
accordance with the provisions of Section 4.9. In addition, the General Partner may require that
the status of any such Limited Partner or Assignee be changed to that of a Non-Eligible Holder and,
thereupon, the General Partner shall be substituted for such Non-Eligible Holder as the Limited
Partner in respect of the Non-Eligible Holder’s Limited Partner Interests.




     (c) The General Partner shall, in exercising voting rights in respect of Limited Partner
Interests held by it on behalf of Non-Eligible Holders, distribute the votes in the same ratios as
the votes of Partners (including the General Partner) in respect of Limited Partner Interests other
than those of Non-Eligible Holders are cast, either for, against or abstaining as to the matter.



     (d) Upon dissolution of the Partnership, a Non-Eligible Holder shall have no right to receive
a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent
thereof, and the Partnership shall provide cash in exchange for an assignment of the Non-Eligible
Holder’s share of any distribution in kind. Such payment and assignment shall be treated for
Partnership purposes as a purchase by the Partnership from the Non-Eligible Holder of its Limited
Partner Interest (representing its right to receive its share of such distribution in kind).



     (e) At any time after a Non-Eligible Holder can and does certify that it has become an
Eligible Holder, a Non-Eligible Holder may, upon application to the General Partner, request
admission as a Substituted Limited Partner with respect to any Limited Partner Interests of such
Non-Eligible Holder not redeemed pursuant to Section 4.9, and upon admission of such Non-Eligible
Holder pursuant to Section 10.2, the General Partner shall cease to be deemed to be the Limited
Partner in respect of the Non-Eligible Holder’s Limited Partner Interests.




			
	Section 4.9	 	Redemption of Partnership Interests of Non-Eligible Holders.





     (a) If at any time a Limited Partner or Assignee fails to furnish an Eligible Holder
Certification or other information requested within the 30-day period specified in Section 4.8(b),
or if upon receipt of such Eligible Holder Certification or other information the General Partner
determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible
Holder, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction
of the General Partner that such Limited Partner or Assignee is an Eligible Holder or has
transferred his Partnership Interests to a Person who is an Eligible Holder and who furnishes an
Eligible Holder Certification to the General Partner prior to the date fixed for redemption as
provided below, redeem the Limited Partner Interest of such Limited Partner or Assignee as follows:




     (i) The General Partner shall, not later than the 30th day before the date fixed for
redemption, give notice of redemption to the Limited Partner or Assignee, at his last
address designated on the records of the Partnership or the Transfer Agent, by registered



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or certified mail, postage prepaid. The notice shall be deemed to have been given when
so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption,
the place of payment, that payment of the redemption price will be made upon surrender of
the Certificate evidencing the Redeemable Interests and that on and after the date fixed for
redemption no further allocations or distributions to which the Limited Partner or Assignee
would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.




     (ii) The aggregate redemption price for Redeemable Interests shall be an amount equal
to the Current Market Price (the date of determination of which shall be the date fixed for
redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the
number of Limited Partner Interests of each such class included among the Redeemable
Interests. The redemption price shall be paid, as determined by the General Partner, in cash
or by delivery of a promissory note of the Partnership in the principal amount of the
redemption price, bearing interest at the rate of 5% annually and payable in three equal
annual installments of principal together with accrued interest, commencing one year after
the redemption date.




     (iii) Upon surrender by or on behalf of the Limited Partner or Assignee, at the place
specified in the notice of redemption, of the Certificate evidencing the Redeemable
Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank,
the Limited Partner or Assignee or his duly authorized representative shall be entitled to
receive the payment therefor.




     (iv) After the redemption date, Redeemable Interests shall no longer constitute issued
and Outstanding Limited Partner Interests.



     (b) The provisions of this Section 4.9 shall also be applicable to Limited Partner Interests
held by a Limited Partner or Assignee as nominee of a Person determined to be other than an
Eligible Holder.



     (c) Nothing in this Section 4.9 shall prevent the recipient of a notice of redemption from
transferring his Limited Partner Interest before the redemption date if such transfer is otherwise
permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner
shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest
certifies to the satisfaction of the General Partner in a Transfer Application that he is an
Eligible Holder. If the transferee fails to make such certification, such redemption shall be
effected from the transferee on the original redemption date.



ARTICLE V




CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS





			
	Section 5.1	 	Organizational Contributions.





     Each party holds the Partnership Interests set forth opposite its named below:



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	Name	 	Partnership Interest
	Encore Energy Partners GP LLC
	 	221,013 General Partner Units
	Encore Partners LP Holdings LLC
	 	10,279,639 Common Units
	I. Jon Brumley
	 	143,000 Management Incentive Units
	Jon S. Brumley
	 	143,000 Management Incentive Units
	Robert C. Reeves
	 	110,000 Management Incentive Units
	L. Ben Nivens
	 	77,000 Management Incentive Units
	John W. Arms
	 	77,000 Management Incentive Units







			
	Section 5.2	 	Contributions by the General Partner and its Affiliates.





     Upon the issuance of any additional Limited Partner Interests by the Partnership, the General
Partner may, in exchange for a proportionate number of General Partner Units, make additional
Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient
determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General
Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited
Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article
XII, the General Partner shall not be obligated to make any additional Capital Contributions to the
Partnership.




			
	Section 5.3	 	[Reserved]






			
	Section 5.4	 	Interest and Withdrawal.





     No interest shall be paid by the Partnership on Capital Contributions. No Partner or Assignee
shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if
any, that distributions made pursuant to this Agreement or upon termination of the Partnership may
be considered as such by law and then only to the extent provided for in this Agreement. Except to
the extent expressly provided in this Agreement, no Partner or Assignee shall have priority over
any other Partner or Assignee either as to the return of Capital Contributions or as to profits,
losses or distributions. Any such return shall be a compromise to which all Partners and Assignees
agree within the meaning of Section 17-502(b) of the Delaware Act.




			
	Section 5.5	 	Capital Accounts.





     (a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership
Interests held by a nominee in any case in which the nominee has furnished the identity of such
owner to the Partnership in accordance with Section 6031(c) of the Code or any other method
acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with
respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section
1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital
Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items
of Partnership income and gain (including Simulated Gain and income and gain exempt from tax)
computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest
pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual
and deemed distributions of cash or property made with respect to



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such Partnership Interest and (y) all items of Partnership deduction and loss (including
Simulated Depletion and Simulated Loss) computed in accordance with Section 5.5(b) and allocated
with respect to such Partnership Interest pursuant to Section 6.1.




     (b) For purposes of computing the amount of any item of income, gain, loss, deduction,
Simulated Depletion, Simulated Gain or Simulated Loss which is to be allocated pursuant to Article
VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and
classification of any such item shall be the same as its determination, recognition and
classification for federal income tax purposes (including any method of depreciation, cost recovery
or amortization used for that purpose), provided, that:




     (i) Solely for purposes of this Section 5.5, the Partnership shall be treated as owning
directly its proportionate share (as determined by the General Partner based upon the
provisions of the applicable Group Member Agreement or governing, organizational or similar
documents) of all property owned by any other Group Member that is classified as a
partnership for federal income tax purposes and any other partnership, limited liability
company, unincorporated business or other entity classified as a partnership for federal
income tax purposes of which a Group Member is, directly or indirectly, a partner.




     (ii) All fees and other expenses incurred by the Partnership to promote the sale of (or
to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709
of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an
item of deduction at the time such fees and other expenses are incurred and shall be
allocated among the Partners pursuant to Section 6.1.




     (iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m),
the computation of all items of income, gain, loss, deduction, Simulated Depletion,
Simulated Gain and Simulated Loss shall be made without regard to any election under Section
754 of the Code which may be made by the Partnership and, as to those items described in
Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items
are not includable in gross income or are neither currently deductible nor capitalized for
federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any
Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to
Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining
Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as
an item of gain or loss.




     (iv) Any income, gain, loss, Simulated Gain or Simulated Loss attributable to the
taxable disposition of any Partnership property shall be determined as if the adjusted basis
of such property as of such date of disposition were equal in amount to the Partnership’s
Carrying Value with respect to such property as of such date.




     (v) In accordance with the requirements of Section 704(b) of the Code, any deductions
for depreciation, cost recovery, amortization or Simulated Depletion attributable to any
Contributed Property shall be determined as if the adjusted basis of such property on the
date it was acquired by the Partnership were equal to the Agreed



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Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying
Value of any Partnership property subject to depreciation, cost recovery, amortization or
Simulated Depletion, any further deductions for such depreciation, cost recovery,
amortization or Simulated Depletion attributable to such property shall be determined as if
the adjusted basis of such property were equal to the Carrying Value of such property
immediately following such adjustment.




     (vi) If the Partnership’s adjusted basis in a depreciable or cost recovery property is
reduced for federal income tax purposes pursuant to Section 48(q)(1) or 48(q)(3) of the
Code, the amount of such reduction shall, solely for purposes hereof, be deemed to be an
additional depreciation or cost recovery deduction in the year such property is placed in
service and shall be allocated among the Partners pursuant to Section 6.1. Any restoration
of such basis pursuant to Section 48(q)(2) of the Code shall, to the extent possible, be
allocated in the same manner to the Partners to whom such deemed deduction was allocated.



     (c) A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital
Account of the transferor relating to the Partnership Interest so transferred.



     (d) (i) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of
additional Partnership Interests for cash or Contributed Property, the issuance of Partnership
Interests as consideration for the provision of services or the conversion of the General Partner’s
Combined Interest to Common Units pursuant to Section 11.3(b), the Capital Account of all Partners
and the Carrying Value of each Partnership property immediately prior to such issuance shall be
adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such
Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an
actual sale of each such property immediately prior to such issuance and had been allocated to the
Partners at such time pursuant to Section 6.1(c) in the same manner as any item of gain, loss,
Simulated Gain or Simulated Loss actually recognized during such period would have been allocated.
In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market
value of all Partnership assets (including cash or cash equivalents) immediately prior to the
issuance of additional Partnership Interests shall be determined by the General Partner using such
method of valuation as it may adopt; provided, however, that the General Partner, in arriving at
such valuation, must take fully into account the fair market value of the Partnership Interests of
all Partners at such time. The General Partner shall allocate such aggregate value among the assets
of the Partnership (in such manner as it determines) to arrive at a fair market value for
individual properties.




     (ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately
prior to any actual or deemed distribution to a Partner of any Partnership property (other
than a distribution of cash that is not in redemption or retirement of a Partnership
Interest), the Capital Accounts of all Partners and the Carrying Value of all Partnership
property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized
Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized
Loss had been recognized in a sale of such property immediately prior to such distribution
for an amount equal to its fair market value, and had been allocated to the Partners, at
such time, pursuant to Section 6.1(c) in the same manner as



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any item of gain, loss, Simulated Gain or Simulated Loss actually recognized during
such period would have been allocated. In determining such Unrealized Gain or Unrealized
Loss the aggregate cash amount and fair market value of all Partnership assets (including
cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an
actual distribution that is not made pursuant to Section 12.4 or in the case of a deemed
distribution, be determined and allocated in the same manner as that provided in Section
5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be
determined and allocated by the Liquidator using such method of valuation as it may adopt.




			
	Section 5.6	 	Issuances of Additional Partnership Securities.





     (a) The Partnership may issue additional Partnership Securities and options, rights, warrants
and appreciation rights relating to the Partnership Securities for any Partnership purpose at any
time and from time to time to such Persons for such consideration and on such terms and conditions
as the General Partner shall determine, all without the approval of any Limited Partners.



     (b) Each additional Partnership Security authorized to be issued by the Partnership pursuant
to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes,
with such designations, preferences, rights, powers and duties (which may be senior to existing
classes and series of Partnership Securities), as shall be fixed by the General Partner, including
(i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share
in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership;
(iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to
redeem the Partnership Security (including sinking fund provisions); (v) whether such Partnership
Security is issued with the privilege of conversion or exchange and, if so, the terms and
conditions of such conversion or exchange; (vi) the terms and conditions upon which each
Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii)
the method for determining the Percentage Interest as to such Partnership Security; and (viii) the
right, if any, of each such Partnership Security to vote on Partnership matters, including matters
relating to the relative rights, preferences and privileges of such Partnership Security.



     (c) The General Partner shall take all actions that it determines to be necessary or
appropriate in connection with (i) each issuance of Partnership Securities and options, rights,
warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.6,
(ii) the conversion of the General Partner Interest (represented by General Partner Units) or any
Management Incentive Units into Units pursuant to the terms of this Agreement, (iii) the admission
of Additional Limited Partners and (iv) all additional issuances of Partnership Securities. The
General Partner shall determine the relative rights, powers and duties of the holders of the Units
or other Partnership Securities being so issued. The General Partner shall do all things necessary
to comply with the Delaware Act and is authorized and directed to do all things that it determines
to be necessary or appropriate in connection with any future issuance of Partnership Securities or
in connection with the conversion of the General Partner Interest or any Management Incentive Units
into Units pursuant to the terms of this Agreement, including compliance with any statute, rule,
regulation or guideline of any federal, state or other



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governmental agency or any National Securities Exchange on which the Units or other
Partnership Securities are listed or admitted to trading.




     (d) The Partnership shall not issue fractional Units upon any distribution, subdivision or
combination of Units. If a distribution, subdivision or combination of Units would result in the
issuance of fractional Units but for the provisions of this Section 5.6(d), each fractional Unit
shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher
Unit).




			
	Section 5.7	 	Limited Preemptive Right.





     Except as provided in this Section 5.7 and in Section 5.2, no Person shall have any
preemptive, preferential or other similar right with respect to the issuance of any Partnership
Security, whether unissued, held in the treasury or hereafter created. The General Partner shall
have the right, which it may from time to time assign in whole or in part to any of its Affiliates,
to purchase Partnership Securities from the Partnership whenever, and on the same terms that, the
Partnership issues Partnership Securities to Persons other than the General Partner and its
Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and
its Affiliates equal to that which existed immediately prior to the issuance of such Partnership
Securities.




			
	Section 5.8	 	Splits and Combinations.





     (a) Subject to Section 5.6(d), the Partnership may make a Pro Rata distribution of Partnership
Securities to all Record Holders or may effect a subdivision or combination of Partnership
Securities so long as, after any such event, each Partner shall have the same Percentage Interest
in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated
as a number of Units are proportionately adjusted.



     (b) Whenever such a distribution, subdivision or combination of Partnership Securities is
declared, the General Partner shall select a Record Date as of which the distribution, subdivision
or combination shall be effective and shall send notice thereof at least 20 days prior to such
Record Date to each Record Holder as of a date not less than 10 days prior to the date of such
notice. The General Partner also may cause a firm of independent public accountants selected by it
to calculate the number of Partnership Securities to be held by each Record Holder after giving
effect to such distribution, subdivision or combination. The General Partner shall be entitled to
rely on any certificate provided by such firm as conclusive evidence of the accuracy of such
calculation.



     (c) Promptly following any such distribution, subdivision or combination, the Partnership may
issue Certificates to the Record Holders of Partnership Securities as of the applicable Record Date
representing the new number of Partnership Securities held by such Record Holders, or the General
Partner may adopt such other procedures that it determines to be necessary or appropriate to
reflect such changes. If any such combination results in a smaller total number of Partnership
Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record
Holder of such new Certificate, the surrender of any Certificate held by such Record Holder
immediately prior to such Record Date.



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	Section 5.9	 	Fully Paid and Non-Assessable Nature of Limited Partner Interests.





     All Limited Partner Interests issued pursuant to, and in accordance with the requirements of,
this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership,
except as such non-assessability may be affected by Section 17-607 of the Delaware Act.




			
	Section 5.10	 	Rights of Holders of Management Incentive Units.





     (a) Vesting. If an Executive remains in Continuous Employment, the Management Incentive Units
held by such Executive shall vest in three equal installments as follows: 33 1/3 percent on each of
the IPO Closing Date, the first anniversary of the IPO Closing Date and the second anniversary of
the IPO Closing Date. If an Executive ceases to be in Continuous Employment, any unvested
Management Incentive Units shall be immediately forfeited to the Partnership, except as expressly
provided otherwise below.



     (b) Voting and Other Rights. An Executive shall not be entitled to any voting rights or any
Sharing Percentage with respect to a Management Incentive Unit, but for all other purposes an
Executive shall have all of the rights and obligations of a Limited Partner holding Common Units
hereunder.



     (c) Termination of Employment; Forfeiture.




     (i) Upon termination of an Executive’s Continuous Employment as a result of the death
of such Executive, the conditions in Section 5.10(a) shall be deemed satisfied with respect
to the Executive’s Management Incentive Units, and the restrictions on such units shall
lapse and such units shall vest in the Executive’s legal representative, beneficiary or
heir.




     (ii) Upon termination of an Executive’s Continuous Employment as a result of the
disability of such Executive, the Management Incentive Units held by such Executive shall
continue to be subject to the restrictions set forth herein, which restrictions shall lapse
and such units shall vest in the Executive. The disability of an Executive shall mean (1)
the total disability of the Executive as determined in accordance with Parent’s long-term
disability insurance benefit plan or (2) the total and permanent disability as determined by
the Board of Directors of the General Partner in its sole discretion.




     (iii) Upon termination of an Executive’s Continuous Employment for any reason other
than as described in subsections (i) and (ii) above, all Management Incentive Units held by
such Executive as to which the restrictions thereon shall not have previously lapsed shall
be immediately forfeited to the Partnership.



     (d) Common Unit Equivalents. For purposes of determining the right of a Management Incentive
Unit to distributions under Section 6.3, each Management Incentive Unit will be considered to equal
a number of Common Unit Equivalents determined as follows:



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     (i) if distributions of Available Cash per Common Unit with respect to a Quarter are
less than the Stated Distribution multiplied by 1.1 (the “First Target Distribution”), each
Management Incentive Unit shall represent 1.0000 Common Unit Equivalents with respect to
such Quarter;




     (ii) if distributions of Available Cash per Common Unit with respect to a Quarter are
equal to or greater than the First Target Distribution but less than the First Target
Distribution multiplied by 1.1 (the “Second Target Distribution”), each Management Incentive
Unit shall represent 1.2500 Common Unit Equivalents with respect to such Quarter;




     (iii) if distributions of Available Cash per Common Unit with respect to a Quarter are
equal to or greater than the Second Target Distribution but less than the Second Target
Distribution multiplied by 1.1 (the “Third Target Distribution”), each Management Incentive
Unit shall represent 1.5625 Common Unit Equivalents with respect to such Quarter;




     (iv) if distributions of Available Cash per Common Unit with respect to a Quarter are
equal to or greater than the Third Target Distribution but less than the Third Target
Distribution multiplied by 1.1 (the “Fourth Target Distribution”), each Management Incentive
Unit shall represent 1.9531 Common Unit Equivalents with respect to such Quarter;




     (v) if distributions of Available Cash per Common Unit with respect to a Quarter are
equal to or greater than the Fourth Target Distribution but less than the Fourth Target
Distribution multiplied by 1.1 (the “Fifth Target Distribution”), each Management Incentive
Unit shall represent 2.4414 Common Unit Equivalents with respect to such Quarter;




     (vi) if distributions of Available Cash per Common Unit with respect to a Quarter are
equal to or greater than the Fifth Target Distribution but less than the Fifth Target
Distribution multiplied by 1.1 (the “Sixth Target Distribution”), each Management Incentive
Unit shall represent 3.0518 Common Unit Equivalents with respect to such Quarter;




     (vii) if distributions of Available Cash per Common Unit with respect to a Quarter are
equal to or greater than the Sixth Target Distribution but less than the Sixth Target
Distribution multiplied by 1.1 (the “Seventh Target Distribution”), each Management
Incentive Unit shall represent 3.8147 Common Unit Equivalents with respect to such Quarter;
and




     (viii) if distributions of Available Cash per Common Unit with respect to a Quarter are
equal to or greater than the Seventh Target Distribution, each Management Incentive Unit
shall represent 4.7684 Common Unit Equivalents.




     For purposes of this Section 5.10, the determination of Available Cash per Common Unit will
be tentatively determined based upon the number of Common Units represented by



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the then Outstanding number of Management Incentive Units under this (d) with respect to the
previous Quarter (as adjusted for any conversions in the current Quarter). If the
computation of the Available Cash per Common Unit under the previous sentence causes the
number of Common Unit Equivalents to increase or decrease under the terms of this Section
5.10(d), the Available Cash per Common Unit will be recomputed using the increased or
decreased number of Common Unit Equivalents. If the recomputation of the Available Cash per
Common Unit taking into account the increased or decreased Common Unit Equivalents is less
than (or greater than) the applicable Target Distribution that caused the Common Unit
Equivalents to tentatively increase (or decrease), the Common Unit Equivalents will be the
same as those Outstanding for the previous Quarter (or, if applicable, the Common Unit
Equivalents associated with the level of Target Distribution which is supported following
recomputation).



     (e) Conversion of Management Incentive Units. Management Incentive Units shall convert into
Common Units as provided in this Section 5.10(e). Immediately upon the conversion of a Management
Incentive Unit into a Common Unit pursuant to this Section 5.10(e), the Executive shall possess all
of the rights and obligations of a Unitholder holding a Common Unit hereunder. Common Units
received upon conversion of Management Incentive Units shall be fully vested, regardless of the
vesting schedule set forth in Section 5.10(a). Notwithstanding the foregoing, a Management
Incentive Unit that has converted into a Common Unit pursuant to this Section 5.10(e) shall be
subject to the provisions of Section 6.1(d)(x) and Section 6.4.




     (i) If the Partnership makes distributions of Available Cash per Common Unit with
respect to four consecutive Quarters in an amount equal to or greater than the Fourth Target
Distribution multiplied by four (the “First Conversion Milestone”), the Fifth Target
Distribution multiplied by four (the “Second Conversion Milestone”), the Sixth Target
Distribution multiplied by four (the “Third Conversion Milestone”) or the Seventh Target
Distribution multiplied by four (the “Fourth Conversion Milestone”), then, at any time and
from time to time for so long as the Partnership makes distributions of Available Cash per
Common Unit in an amount equal to or greater than the First Conversion Milestone, the Second
Conversion Milestone, the Third Conversion Milestone or the Fourth Conversion Milestone, an
Executive shall be entitled to convert such Executive’s Management Incentive Units, in whole
or in part and whether vested or unvested, into Common Units at a conversion ratio equal to
2.4414, 3.0518, 3.8147 or 4.7864 Common Units per Management Incentive Unit, respectively.
If an Executive desires to convert Management Incentive Units as provided in the immediately
preceding sentence, then such Executive shall deliver to the General Partner a written
notice of conversion (a “Conversion Notice”) together with any Certificates representing
such Management Incentive Units duly endorsed for transfer. Upon receipt of the Conversion
Notice and any Certificates representing such Management Incentive Units duly endorsed for
transfer, an Executive shall be deemed to be the holder of record of the number of Common
Units issuable upon conversion, notwithstanding that the Certificates representing such
Common Units shall not then actually be delivered to such person. Upon conversion, each
Management Incentive Unit shall be canceled by the General Partner, subject to the
provisions of Section 5.10(f).



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     (ii) If the Partnership makes distributions of Available Cash per Common Unit with
respect to any four consecutive Quarters in an amount equal to or greater than the Seventh
Target Distribution multiplied by four, then, at the discretion of the Conflicts Committee,
all or any portion of the Management Incentive Units may be converted into Common Units at a
conversion ratio equal to 4.7684 Common Units per Management Incentive Unit. As soon as
practicable after such conversion, the Executives shall deliver to the General Partner all
Certificates representing such Management Incentive Units duly endorsed for transfer. Upon
receipt of the Certificates representing such Management Incentive Units, if any, each
Executive shall be deemed to be the holder of record of the number of Common Units issuable
upon conversion of such Executive’s Management Incentive Units, notwithstanding that
Certificates representing such Common Units shall not then actually be delivered to such
person. Upon conversion, each Management Incentive Unit shall be canceled by the General
Partner, subject to the provisions of Section 5.10(f).




     (iii) If an Executive ceases Continuous Employment other than by reason of death or
disability, then the Board of Directors of the General Partner may, in its sole discretion,
elect to convert all or a portion of the Management Incentive Units held by such Executive
into Common Units at a conversion ratio equal the number of Common Unit Equivalents then
represented by a Management Incentive Unit pursuant to Section 5.10(d).




     (iv) If an Executive ceases Continuous Employment due to death or disability (as
described in Section 5.10(c)(i) or (ii)), all of the Management Incentive Units held by such
Executive shall be automatically converted into Common Units at a conversion ratio equal the
number of Common Unit Equivalents then represented by a Management Incentive Unit pursuant
to Section 5.10(d).




     (v) All Management Incentive Units shall be fully vested and, at the election of the
Executive, shall be convertible into Common Units at any time and from time to time
following a Change-in-Control at a conversion ratio equal the number of Common Unit
Equivalents represented by a Management Incentive Unit pursuant to Section 5.10(d) at the
time of the Executive’s election.



     (f) Reissuance of Management Incentive Units. Management Incentive Units that have been
forfeited or converted as provided in this Section 5.10 may be reissued, with the approval of the
Conflicts Committee, as set forth in this Section 5.10(f):




     (i) In the event any Management Incentive Units are forfeited to the Partnership as
provided in Section 5.10(a) or Section 5.10(c)(iii), then the General Partner may, with the
approval of the Conflicts Committee, reissue such Management Incentive Units to one or more
Persons (a “Grantee”). In the event of any such reissuance, such Management Incentive Units
shall have all of the rights and obligations under this Agreement as if such Management
Incentive Units had been continuously held by the Grantee, subject to any vesting or other
restrictions imposed by the Conflicts Committee.



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     (ii) In the event any Management Incentive Units are converted to Common Units as
provided in Sections 5.10(e)(i), 5.10(e)(iii) or 5.10(e)(iv), then the General Partner may,
with the approval of the Conflicts Committee, reissue the Management Incentive Units that
were so converted to one or more Grantees. In the event of any such reissuance, such
Management Incentive Units shall have all of the rights and obligations under this Agreement
as if such Management Incentive Units had been continuously held by the Grantee, subject to
any vesting or other restrictions and restrictions on conversion privileges imposed by the
Conflicts Committee.




     (iii) In the event the Management Incentive Units are converted to Common Units as
provided in Section 5.10(e)(ii), then the General Partner may, with the approval of the
Conflicts Committee, reissue the Management Incentive Units that were so converted to one or
more Grantees. In the event of any such reissuance, (i) the Stated Distribution with
respect to such reissued Management Incentive Units shall be determined by the Conflicts
Committee and (ii) the Management Incentive Units shall be subject to any vesting or other
restrictions imposed by the Conflicts Committee.



     (g) Deemed Distributions; Conversion Ratio Adjustments. For purposes of this Section 5.10,
distributions of Available Cash with respect to a Quarter shall be deemed to have been made when
the Board of Directors of the General Partner determines that such distributions shall be payable
to holders of Common Units. If a conversion event described in Section 5.10(e) occurs during the
period between the end of a Quarter and the date when the Board of Directors of the General Partner
determines the amount of the distribution of Available Cash with respect to such Quarter, then the
Board of Directors of the General Partner may determine that Management Incentive Units represent a
greater or lesser number of Common Unit Equivalents based on the expected distribution of Available
Cash with respect to such Quarter.



     (h) Delivery of Certificates. The issuance or delivery of Certificates representing Common
Units upon the conversion of Management Incentive Units shall be made without charge to an
Executive or for any tax in respect of the issuance or delivery of such Certificates or the
securities represented thereby, and such Certificates shall be issued or delivered in the
respective names of, or in such names as may be directed by, such Executive; provided, however,
that the Partnership shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such Certificate in a name other than that of
the Executive, and the Partnership shall not be required to issue or deliver such Certificate
unless or until the Person or Persons requesting the issuance or delivery thereof shall have paid
to the Partnership the amount of such tax or shall have established to the reasonable satisfaction
of the Partnership that such tax has been paid; provided, further, however, that the Partnership
shall not be required to issue or deliver any such Certificates to the extent such action would be
in violation of federal or state securities laws.



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ARTICLE VI




ALLOCATIONS AND DISTRIBUTIONS





			
	Section 6.1	 	Allocations for Capital Account Purposes.





     For purposes of maintaining the Capital Accounts and in determining the rights of the Partners
among themselves, the Partnership’s items of income, gain, loss, deduction, Simulated Depletion,
Simulated Gain and Simulated Loss (computed in accordance with Section 5.5(b)) shall be allocated
among the Partners in each taxable year (or portion thereof) as provided herein below.



     (a) Net Income. After giving effect to the special allocations set forth in Section 6.1(d)
and any allocations to other Partnership Securities, Net Income for each taxable year and all items
of income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss taken into
account in computing Net Income for such taxable year shall be allocated to the Partners in
accordance with their respective Sharing Percentages.



     (b) Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and
any allocations to other Partnership Securities, Net Losses for each taxable period and all items
of income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss taken into
account in computing Net Losses for such taxable period shall be allocated to the Partners in
accordance with their respective Sharing Percentages; provided that Net Losses shall not be
allocated pursuant to this Section 6.1(b) to the extent that such allocation would cause any
Limited Partner to have a deficit balance in its Adjusted Capital Account at the end of such
taxable year (or increase any existing deficit balance in its Adjusted Capital Account), instead
any such Net Losses shall be allocated to the General Partner.



     (c) Net Termination Gains and Losses. After giving effect to the special allocations set forth
in Section 6.1(d), all items of income, gain, loss, deduction, Simulated Depletion, Simulated Gain
and Simulated Loss taken into account in computing Net Termination Gain or Net Termination Loss for
such taxable period shall be allocated in the same manner as such Net Termination Gain or Net
Termination Loss is allocated hereunder. All allocations under this Section 6.1(c) shall be made
after Capital Account balances have been adjusted by all other allocations provided under this
Section 6.1 and after all distributions of Available Cash provided under Section 6.3 have been
made; provided, however, that solely for purposes of this Section 6.1(c), Capital Accounts shall
not be adjusted for distributions made pursuant to Section 12.4.




     (i) If a Net Termination Gain is recognized (or deemed recognized pursuant to Section
5.5(d)), such Net Termination Gain shall be allocated among the Partners in the following
manner (and the Capital Accounts of the Partners shall be increased by the amount so
allocated in each of the following subclauses, in the order listed, before an allocation is
made pursuant to the next succeeding subclause):




     (A) First, to each Partner having a deficit balance in its Capital Account, in
the proportion that such deficit balance bears to the total deficit balances in the
Capital Accounts of all Partners, until each such Partner has been



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allocated Net Termination Gain equal to any such deficit balance in its Capital
Account; and




     (B) Second, 100% to all Partners in accordance with their Percentage Interests.




     (ii) If a Net Termination Loss is recognized (or deemed recognized pursuant to Section
5.5(d)), such Net Termination Loss shall be allocated among the Partners in the following
manner:




     (A) First, 100% to all Partners in the proportions of their relative Capital
Accounts per Unit and per General Partner Unit, until the Capital Account in respect
of each Common Unit then Outstanding, in respect of each Management Incentive Unit
then Outstanding and each General Partner Unit then Outstanding have all been
reduced to zero; and




     (B) Second, the balance, if any, 100% to the General Partner.



     (d) Special Allocations. Notwithstanding any other provision of this Section 6.1, the
following special allocations shall be made for such taxable period:




     (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this
Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership
taxable period, each Partner shall be allocated items of Partnership income, gain and
Simulated Gain for such period (and, if necessary, subsequent periods) in the manner and
amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and
1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each
Partner’s Adjusted Capital Account balance shall be determined, and the allocation of
income, gain and Simulated Gain required hereunder shall be effected, prior to the
application of any other allocations pursuant to this Section 6.1(d) with respect to such
taxable period (other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)).
This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback
requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently
therewith.




     (ii) Chargeback of Partner Non-Recourse Debt Minimum Gain. Notwithstanding the other
provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in
Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner
Non-Recourse Debt Minimum Gain during any Partnership taxable period, any Partner with a
share of Partner Non-Recourse Debt Minimum Gain at the beginning of such taxable period
shall be allocated items of Partnership income, gain and Simulated Gain for such period
(and, if necessary, subsequent periods) in the manner and amounts provided in Treasury
Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For
purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be
determined, and the allocation of income, gain and Simulated Gain required hereunder shall
be effected, prior to the application of any other allocations pursuant to this Section
6.1(d), other than Section 6.1(d)(i) and other than an allocation



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pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable period.
This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and
gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted
consistently therewith.




     (iii) Priority Allocations. All or any portion of the remaining items of Partnership
gross income or gain for the taxable period, if any, shall be allocated to the holders of
Management Incentive Units in proportion to and to the extent of the excess of (A) the
cumulative amount of all distributions made to such holder of Management Incentive Units
with respect to each Management Incentive Unit held by such holder from the Closing Date to
a date 45 days after the end of the current taxable year, over (B) the aggregate amount of
such items allocated with respect to such Management Incentive Unit held by such holder
pursuant to this Section 6.1(d)(iii) for the current taxable year and all previous taxable
years.




     (iv) Qualified Income Offset. In the event any Partner unexpectedly receives any
adjustments, allocations or distributions described in Treasury Regulation Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of
Partnership income, gain and Simulated Gain shall be specially allocated to such Partner in
an amount and manner sufficient to eliminate, to the extent required by the Treasury
Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in
its Adjusted Capital Account created by such adjustments, allocations or distributions as
quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section
6.1(d)(i) or (ii).




     (v) Gross Income Allocations. In the event any Partner has a deficit balance in its
Capital Account at the end of any Partnership taxable period in excess of the sum of (A) the
amount such Partner is required to restore pursuant to the provisions of this Agreement and
(B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation
Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of
Partnership income, gain and Simulated Gain in the amount of such excess as quickly as
possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only
if and to the extent that such Partner would have a deficit balance in its Capital Account
as adjusted after all other allocations provided for in this Section 6.1 have been
tentatively made as if this Section 6.1(d)(v) were not in this Agreement.




     (vi) Non-Recourse Deductions. Non-Recourse Deductions for any taxable period shall be
allocated to the Partners in accordance with their respective Sharing Percentages. If the
General Partner determines that the Partnership’s Non-Recourse Deductions should be
allocated in a different ratio to satisfy the safe harbor requirements of the Treasury
Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized,
upon notice to the other Partners, to revise the prescribed ratio to the numerically closest
ratio that does satisfy such requirements.




     (vii) Partner Non-Recourse Deductions. Partner Non-Recourse Deductions for any taxable
period shall be allocated 100% to the Partner that bears the Economic Risk of



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Loss with respect to the Partner Non-Recourse Debt to which such Partner Non-Recourse
Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If
more than one Partner bears the Economic Risk of Loss with respect to a Partner Non-Recourse
Debt, such Partner Non-Recourse Deductions attributable thereto shall be allocated between
or among such Partners in accordance with the ratios in which they share such Economic Risk
of Loss.




     (viii) Non-Recourse Liabilities. For purposes of Treasury Regulation Section
1.752-3(a)(3), the Partners agree that Non-Recourse Liabilities of the Partnership in excess
of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of
Non-Recourse Built-in Gain shall be allocated among the Partners in accordance with their
respective Sharing Percentages.




     (ix) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax
basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required,
pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in
determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain or Simulated Gain (if the adjustment increases the basis of the
asset) or loss or Simulated Loss (if the adjustment decreases such basis), and such item of
gain, loss, Simulated Gain or Simulated Loss shall be specially allocated to the Partners in
a manner consistent with the manner in which their Capital Accounts are required to be
adjusted pursuant to such Section of the Treasury Regulations.




     (x) Economic Uniformity. With respect to any taxable period ending upon, or after, the
date a Conversion Notice is given by a holder of Management Incentive Units pursuant to
Section 5.10, items of Partnership income and gain shall be allocated 100% to each Partner
holding such to be converted Management Incentive Units until each such Partner has been
allocated an amount of Partnership income or gain that increases the Capital Account
maintained with respect to each to be converted Management Incentive Unit to an amount equal
to the product of (1) the number of Common Units into which such to be converted Management
Incentive Units are to be converted and (2) the then existing Capital Account for each
Common Unit. The purpose for this allocation is to establish uniformity between the Capital
Accounts underlying converted Management Incentive Units and the Capital Accounts underlying
Common Units held by Persons other than the General Partner and its Affiliates (excluding
the Executives) immediately prior to the conversion of Management Incentive Units into
Common Units.




     (xi) Curative Allocation.




     (A) Notwithstanding any other provision of this Section 6.1, other than the
Required Allocations, the Required Allocations shall be taken into account in making
the Agreed Allocations so that, to the extent possible, the net amount of items of
income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated
Loss allocated to each Partner pursuant to the Required Allocations and the Agreed
Allocations, together, shall be equal to the net amount of such items that would
have been allocated to each such Partner under the Agreed Allocations



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had the Required Allocations and the related Curative Allocation not otherwise
been provided in this Section 6.1. Notwithstanding the preceding sentence, Required
Allocations relating to (1) Non-Recourse Deductions shall not be taken into account
except to the extent that there has been a decrease in Partnership Minimum Gain and
(2) Partner Non-Recourse Deductions shall not be taken into account except to the
extent that there has been a decrease in Partner Non-Recourse Debt Minimum Gain.
Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect
to Required Allocations to the extent the General Partner determines that such
allocations will otherwise be inconsistent with the economic agreement among the
Partners. Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall be
deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the
extent the General Partner determines that such allocations are likely to be offset
by subsequent Required Allocations.




     (B) The General Partner shall, with respect to each taxable period, (1) apply
the provisions of Section 6.1(d)(xi)(A) in whatever order is most likely to minimize
the economic distortions that might otherwise result from the Required Allocations,
and (2) divide all allocations pursuant to Section 6.1(d)(xi)(A) among the Partners
in a manner that is likely to minimize such economic distortions.




     (xii) Corrective Allocations. In the event of any allocation of Additional Book Basis
Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the
following rules shall apply:




     (A) In the case of any allocation of Additional Book Basis Derivative Items
(other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d)
hereof), the General Partner shall allocate additional items of income and gain away
from the holders of Management Incentive Units to the Unitholders and the General
Partner, or additional items of deduction and loss away from the Unitholders and the
General Partner to the holders of Management Incentive Units, to the extent that the
Additional Book Basis Derivative Items allocated to the Unitholders or the General
Partner exceed their Share of Additional Book Basis Derivative Items. For this
purpose, the Unitholders and the General Partner shall be treated as being allocated
Additional Book Basis Derivative Items to the extent that such Additional Book Basis
Derivative Items have reduced the amount of income that would otherwise have been
allocated to the Unitholders or the General Partner under the Partnership Agreement
(e.g., Additional Book Basis Derivative Items taken into account in computing cost
of goods sold would reduce the amount of book income otherwise available for
allocation among the Partners). Any allocation made pursuant to this Section
6.1(d)(xii)(A) shall be made after all of the other Agreed Allocations have been
made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent
necessary, shall require the reallocation of items that have been allocated pursuant
to such other Agreed Allocations.




     (B) In the case of any negative adjustments to the Capital Accounts of the
Partners resulting from a Book-Down Event or from the recognition of a Net



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Termination Loss, such negative adjustment (1) shall first be allocated, to the
extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as
determined by the General Partner, that to the extent possible the aggregate Capital
Accounts of the Partners will equal the amount that would have been the Capital
Account balance of the Partners if no prior Book-Up Events had occurred, and (2) any
negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments
shall be allocated pursuant to Section 6.1(c) hereof.




     (C) In making the allocations required under this Section 6.1(d)(xii), the
General Partner may apply whatever conventions or other methodology it determines
will satisfy the purpose of this Section 6.1(d)(xii).




			
	Section 6.2	 	Allocations for Tax Purposes.





     (a) Except as otherwise provided herein, for federal income tax purposes, each item of income,
gain, loss and deduction shall be allocated among the Partners in the same manner as its
correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.



     (b) The deduction for depletion with respect to each separate oil and gas property (as defined
in Section 614 of the Code) shall be computed for federal income tax purposes separately by the
Partners rather than by the Partnership in accordance with Section 613A(c)(7)(D) of the Code.
Except as provided in Section 6.2(c)(iii), for purposes of such computation (before taking into
account any adjustments resulting from an election made by the Partnership under Section 754 of the
Code), the adjusted tax basis of each oil and gas property (as defined in Section 614 of the Code)
shall be allocated among the Partners in accordance with their respective Sharing Percentages.



     Each Partner shall separately keep records of his share of the adjusted tax basis in each oil
and gas property, allocated as provided above, adjust such share of the adjusted tax basis for any
cost or percentage depletion allowable with respect to such property, and use such adjusted tax
basis in the computation of its cost depletion or in the computation of his gain or loss on the
disposition of such property by the Partnership.



     (c) Except as provided in Section 6.2(c)(iii), for the purposes of the separate computation of
gain or loss by each Partner on the sale or disposition of each separate oil and gas property (as
defined in Section 614 of the Code), the Partnership’s allocable share of the “amount realized” (as
such term is defined in Section 1001(b) of the Code) from such sale or disposition shall be
allocated for federal income tax purposes among the Partners as follows:




     (i) first, to the extent such amount realized constitutes a recovery of the Simulated
Basis of the property, to the Partners in the same proportion as the depletable basis of
such property was allocated to the Partners pursuant to Section 6.2(b) (without regard to
any special allocation of basis under Section 6.2(c)(iii);




     (ii) second, the remainder of such amount realized, if any, to the Partners so that, to
the maximum extent possible, the amount realized allocated to each Partner under



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this Section 6.2(c)(ii) will equal such Partner’s share of the Simulated Gain
recognized by the Partnership from such sale or disposition.




     (iii) The Partners recognize that with respect to Contributed Property and Adjusted
Property there will be a difference between the Carrying Value of such property at the time
of contribution or revaluation, as the case may be, and the adjusted tax basis of such
property at that time. All items of tax depreciation, cost recovery, amortization, adjusted
tax basis of depletable properties, amount realized and gain or loss with respect to such
Contributed Property and Adjusted Property shall be allocated among the Partners to take
into account the disparities between the Carrying Values and the adjusted tax basis with
respect to such properties in accordance with the principles of Treasury Regulation Section
1.704-3(d).




     (iv) Any elections or other decisions relating to such allocations shall be made by the
Board of Directors in any manner that reasonably reflects the purpose and intention of the
Agreement.



     (d) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or
Adjusted Property, other than oil and gas properties pursuant to Section 6.2(c), items of income,
gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for federal
income tax purposes among the Partners as follows:




     (i) (A) In the case of a Contributed Property, such items attributable thereto shall be
allocated among the Partners in the manner provided under Section 704(c) of the Code that
takes into account the variation between the Agreed Value of such property and its adjusted
basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss
attributable to a Contributed Property shall be allocated among the Partners in the same
manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.




     (ii) (A) In the case of an Adjusted Property, such items shall (1) first, be allocated
among the Partners in a manner consistent with the principles of Section 704(c) of the Code
to take into account the Unrealized Gain or Unrealized Loss attributable to such property
and the allocations thereof pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2) second, in
the event such property was originally a Contributed Property, be allocated among the
Partners in a manner consistent with Section 6.2(d)(i)(A); and (B) any item of Residual Gain
or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners
in the same manner as its correlative item of “book” gain or loss is allocated pursuant to
Section 6.1.




     (iii) The General Partner shall apply the principles of Treasury Regulation Section
1.704-3(d) to eliminate Book-Tax Disparities.



     (e) For the proper administration of the Partnership and for the preservation of uniformity of
the Limited Partner Interests (or any class or classes thereof), the General Partner shall (i)
adopt such conventions as it deems appropriate in determining the amount of depreciation,
amortization and cost recovery deductions; (ii) make special allocations for federal



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income tax purposes of income (including gross income) or deductions; and (iii) amend the
provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury
Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or
achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General
Partner may adopt such conventions, make such allocations and make such amendments to this
Agreement as provided in this Section 6.2(e) only if such conventions, allocations or amendments
would not have a material adverse effect on the Partners, the holders of any class or classes of
Limited Partner Interests issued and Outstanding or the Partnership, and if such allocations are
consistent with the principles of Section 704 of the Code.




     (f) The General Partner may determine to depreciate or amortize the portion of an adjustment
under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property
(to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the
depreciation or amortization method and useful life applied to the Partnership’s common basis of
such property, despite any inconsistency of such approach with Treasury Regulation Section
1.167(c)-l(a)(6), Treasury Regulation Section 1.197-2(g)(3), the legislative history of Section 743
of the Code or any successor regulations thereto. If the General Partner determines that such
reporting position cannot reasonably be taken, the General Partner may adopt depreciation and
amortization conventions under which all purchasers acquiring Limited Partner Interests in the same
month would receive depreciation and amortization deductions, based upon the same applicable rate
as if they had purchased a direct interest in the Partnership’s property. If the General Partner
chooses not to utilize such aggregate method, the General Partner may use any other depreciation
and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any
Limited Partner Interests, so long as such conventions would not have a material adverse effect on
the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests.



     (g) Any gain allocated to the Partners upon the sale or other taxable disposition of any
Partnership asset shall, to the extent possible, after taking into account other required
allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same
proportions and to the same extent as such Partners (or their predecessors in interest) have been
allocated any deductions directly or indirectly giving rise to the treatment of such gains as
Recapture Income.



     (h) All items of income, gain, loss, deduction and credit recognized by the Partnership for
federal income tax purposes and allocated to the Partners in accordance with the provisions hereof
shall be determined without regard to any election under Section 754 of the Code that may be made
by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the
manner determined by the General Partner) to take into account those adjustments permitted or
required by Sections 734 and 743 of the Code.



     (i) Each item of Partnership income, gain, loss and deduction, for federal income tax
purposes, shall be determined on an annual basis and prorated on a monthly basis and shall be
allocated to the Partners as of the first Business Day of each month; provided, however, that gain
or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary
item of income or loss realized and recognized other than in the ordinary course of business, as
determined by the General Partner, shall be allocated to the Partners as of the first Business Day



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of the month in which such gain or loss is recognized for federal income tax purposes. The
General Partner may revise, alter or otherwise modify such methods of allocation to the extent
permitted or required by Section 706 of the Code and the regulations or rulings promulgated
thereunder.




     (j) Allocations that would otherwise be made to a Limited Partner under the provisions of this
Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a
nominee in any case in which the nominee has furnished the identity of such owner to the
Partnership in accordance with Section 6031(c) of the Code or any other method determined by the
General Partner.




			
	Section 6.3	 	Requirement and Characterization of Distributions; Distributions to Record Holders.





     (a) Except as described in Section 6.3(b), within 45 days following the end of each Quarter
commencing with the Quarter ending on September 30, 2007, an amount equal to 100% of Available Cash
with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed
to the Partners in accordance with this Article VI by the Partnership to the Partners in accordance
with their respective Percentage Interests as of the Record Date selected by the General Partner.
All distributions required to be made under this Agreement shall be made subject to Section 17-607
of the Delaware Act.



     (b) The General Partner may treat taxes paid by the Partnership on behalf of, or amounts
withheld with respect to, all or less than all of the Partners, as a distribution of Available Cash
to such Partners. The General Partner may, but shall not be required, to distribute Available Cash
with respect to any quarter ending on or prior to June 30, 2007.



     (c) Each distribution in respect of a Partnership Interest shall be paid by the Partnership,
directly or through the Transfer Agent or through any other Person or agent, only to the Record
Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment
shall constitute full payment and satisfaction of the Partnership’s liability in respect of such
payment, regardless of any claim of any Person who may have an interest in such payment by reason
of an assignment or otherwise.




			
	Section 6.4	 	Special Provisions Relating to the Holders of Management Incentive Units.





     The holder of a Management Incentive Unit that has converted into one or more Common Units
pursuant to Section 5.10 shall not be issued a Certificate representing Common Units pursuant to
Section 4.1 and shall not be permitted to transfer its converted Management Incentive Units to a
Person that is not a Permitted Transferee until such time as the General Partner determines, based
on advice of counsel, that a converted Management Incentive Unit should have, as a substantive
matter, like intrinsic economic and United States federal income tax characteristics, in all
material respects, to the intrinsic economic and United States federal income tax characteristics
of the Common Units held by Persons other than the General Partner and its Affiliates immediately
prior to the conversion of such Management Incentive Units into Common Units. In connection with
the condition imposed by this Section 6.4, the General



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Partner shall take whatever steps are required to provide economic uniformity to the converted
Management Incentive Units in preparation for a transfer of such converted Management Incentive
Units, including the application of Section 6.1(d)(x); provided, however, that, except for the
application of Section 6.1(d)(x), the General Partner shall not take any such steps which would
have a material adverse effect on the Unitholders holding Common Units.




ARTICLE VII




MANAGEMENT AND OPERATION OF BUSINESS





			
	Section 7.1	 	Management.





     (a) The General Partner shall conduct, direct and manage all activities of the Partnership.
Except as otherwise expressly provided in this Agreement, all management powers over the business
and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited
Partner or Assignee shall have any management power over the business and affairs of the
Partnership. In addition to the powers now or hereafter granted a general partner of a limited
partnership under applicable law or that are granted to the General Partner under any other
provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and
authority to do all things and on such terms as it determines to be necessary or appropriate to
conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to
effectuate the purposes set forth in Section 2.4, including the following:




     (i) the making of any expenditures, the lending or borrowing of money, the assumption
or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance
of evidences of indebtedness, including indebtedness that is convertible into Partnership
Securities, and the incurring of any other obligations;




     (ii) the making of tax, regulatory and other filings, or rendering of periodic or other
reports to governmental or other agencies having jurisdiction over the business or assets of
the Partnership;




     (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or
exchange of any or all of the assets of the Partnership or the merger or other combination
of the Partnership with or into another Person (the matters described in this clause (iii)
being subject, however, to any prior approval that may be required by Section 7.3 and
Article XIV);




     (iv) the use of the assets of the Partnership (including cash on hand) for any purpose
consistent with the terms of this Agreement, including the financing of the conduct of the
operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to
other Persons (including other Group Members); the repayment or guarantee of obligations of
any Group Member; and the making of capital contributions to any Group Member;




     (v) the negotiation, execution and performance of any contracts, conveyances or other
instruments (including instruments that limit the liability of the Partnership under


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contractual arrangements to all or particular assets of the Partnership, with the other
party to the contract to have no recourse against the General Partner or its assets other
than its interest in the Partnership, even if same results in the terms of the transaction
being less favorable to the Partnership than would otherwise be the case);




     (vi) the distribution of Partnership cash;




     (vii) the selection and dismissal of employees (including employees having titles such
as “president,” “vice president,” “secretary” and “treasurer”) and agents, outside
attorneys, accountants, consultants and contractors and the determination of their
compensation and other terms of employment or hiring;




     (viii) the maintenance of insurance for the benefit of the Partnership Group, the
Partners and Indemnitees;




     (ix) the formation of, or acquisition of an interest in, and the contribution of
property and the making of loans to, any further limited or general partnerships, joint
ventures, corporations, limited liability companies or other relationships (including the
acquisition of interests in, and the contributions of property to, any Group Member from
time to time) subject to the restrictions set forth in Section 2.4;




     (x) the control of any matters affecting the rights and obligations of the Partnership,
including the bringing and defending of actions at law or in equity and otherwise engaging
in the conduct of litigation, arbitration or mediation and the incurring of legal expense
and the settlement of claims and litigation;




     (xi) the indemnification of any Person against liabilities and contingencies to the
extent permitted by law;




     (xii) the entering into of listing agreements with any National Securities Exchange and
the delisting of some or all of the Limited Partner Interests from, or requesting that
trading be suspended on, any such exchange (subject to any prior approval that may be
required under Section 4.7);




     (xiii) the purchase, sale or other acquisition or disposition of Partnership
Securities, or the issuance of options, rights, warrants, appreciation rights and tracking
and phantom interests relating to Partnership Securities;




     (xiv) the undertaking of any action in connection with the Partnership’s participation
in any Group Member; and




     (xv) the entering into of agreements with any of its Affiliates to render services to a
Group Member or to itself in the discharge of its duties as General Partner of the
Partnership.



     (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the
Delaware Act or any applicable law, rule or regulation, each of the Partners and the Assignees and
each other Person who may acquire an interest in Partnership Securities



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hereby (i) approves, ratifies and confirms the execution, delivery and performance by the
parties thereto of this Agreement, the Group Member Agreement of each other Group Member and the
Administrative Services Agreement; (ii) agrees that the General Partner (on its own or through any
officer of the Partnership) is authorized to execute, deliver and perform the agreements referred
to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or
vote of the Partners or the Assignees or the other Persons who may acquire an interest in
Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General
Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement
authorized or permitted under this Agreement (including the exercise by the General Partner or any
Affiliate of the General Partner of the rights accorded pursuant to Article XV) shall not
constitute a breach by the General Partner of any duty that the General Partner may owe the
Partnership or the Limited Partners or any other Persons under this Agreement (or any other
agreements) or of any duty stated or implied by law or equity.





			
	Section 7.2	 	Certificate of Limited Partnership.





     The General Partner has caused the Certificate of Limited Partnership to be filed with the
Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner
shall use all reasonable efforts to cause to be filed such other certificates or documents that the
General Partner determines to be necessary or appropriate for the formation, continuation,
qualification and operation of a limited partnership (or a partnership in which the limited
partners have limited liability) in the State of Delaware or any other state in which the
Partnership may elect to do business or own property. To the extent the General Partner determines
such action to be necessary or appropriate, the General Partner shall file amendments to and
restatements of the Certificate of Limited Partnership and do all things to maintain the
Partnership as a limited partnership (or a partnership or other entity in which the limited
partners have limited liability) under the laws of the State of Delaware or of any other state in
which the Partnership may elect to do business or own property. Subject to the terms of Section
3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a
copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto
to any Limited Partner.




			
	Section 7.3	 	Restrictions on the General Partner’s Authority.





     Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or
otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a
whole, in a single transaction or a series of related transactions (including by way of merger,
consolidation, other combination or sale of ownership interests of the Partnership’s Subsidiaries)
without the approval of holders of a Unit Majority; provided, however, that this provision shall
not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a
security interest in all or substantially all of the assets of the Partnership Group and shall not
apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the
foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of
a Unit Majority, the General Partner shall not, on behalf of the Partnership, except as permitted
under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general
partner of the Partnership.




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	Section 7.4	 	Reimbursement of the General Partner.





     (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General
Partner shall not be compensated for its services as a general partner or managing member of any
Group Member.



     (b) Subject to the limitations contained in the Administrative Services Agreement, the General
Partner shall be reimbursed on a quarterly basis, or such other basis as the General Partner may
determine, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the
Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any
Person, including Affiliates of the General Partner to perform services for the Partnership Group
or for the General Partner in the discharge of its duties to the Partnership Group), and (ii) all
other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in
connection with operating the Partnership Group’s business (including expenses allocated to the
General Partner by its Affiliates). The General Partner shall determine the expenses that are
allocable to the Partnership Group. Reimbursements pursuant to this Section 7.4 shall be in
addition to any reimbursement to the General Partner as a result of indemnification pursuant to
Section 7.7.



     (c) The General Partner, without the approval of the Limited Partners (who shall have no right
to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit
plans, employee programs and employee practices (including plans, programs and practices involving
the issuance of Partnership Securities or options to purchase or rights, warrants or appreciation
rights or phantom or tracking interests relating to Partnership Securities), or cause the
Partnership to issue Partnership Securities in connection with, or pursuant to, any employee
benefit plan, employee program or employee practice maintained or sponsored by the General Partner
or any of its Affiliates, in each case for the benefit of employees and directors of the General
Partner or its Affiliates, or any Group Member or its Affiliates, or any of them, in respect of
services performed, directly or indirectly, for the benefit of the Partnership Group. The
Partnership agrees to issue and sell to the General Partner or any of its Affiliates any
Partnership Securities that the General Partner or such Affiliates are obligated to provide to any
employees and directors pursuant to any such employee benefit plans, employee programs or employee
practices. Expenses incurred by the General Partner in connection with any such plans, programs and
practices (including the net cost to the General Partner or such Affiliates of Partnership
Securities purchased by the General Partner or such Affiliates from the Partnership to fulfill
options or awards under such plans, programs and practices) shall be reimbursed in accordance with
Section 7.4(b). Any and all obligations of the General Partner under any employee benefit plans,
employee programs or employee practices adopted by the General Partner as permitted by this Section
7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any
successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or
successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.




			
	Section 7.5	 	Outside Activities.





     (a) After the Closing Date, the General Partner, for so long as it is the General Partner of
the Partnership (i) agrees that its sole business will be to act as a general partner or



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managing member, as the case may be, of the Partnership and any other partnership or limited
liability company of which the Partnership is, directly or indirectly, a partner or member and to
undertake activities that are ancillary or related thereto (including being a limited partner in
the Partnership) and (ii) shall not engage in any business or activity or incur any debts or
liabilities except in connection with or incidental to (A) its performance as general partner or
managing member, if any, of one or more Group Members, (B) the acquiring, owning or disposing of
debt or equity securities in any Group Member or (C) the guarantee of, and mortgage, pledge, or
encumbrance of any or all of its assets in connection with, any indebtedness of the General
Partner, any of its successors or permitted assigns or any other Affiliate of the General Partner.




     (b) Subject to the terms of Section 7.5(a), each Indemnitee (other than the General Partner)
shall have the right to engage in businesses of every type and description and other activities for
profit and to engage in and possess an interest in other business ventures of any and every type or
description, whether in businesses engaged in or anticipated to be engaged in by any Group Member,
independently or with others, including business interests and activities in direct competition
with the business and activities of any Group Member, and none of the same shall constitute a
breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner
or Assignee. None of any Group Member, any Limited Partner or any other Person shall have any
rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship
established hereby in any business ventures of any Indemnitee. Notwithstanding anything to the
contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other
than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved
by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary
duty or any other obligation of any type whatsoever of the General Partner or of any Indemnitee for
the Indemnitees (other than the General Partner) to engage in such business interests and
activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall
have no obligation hereunder or as a result of any duty expressed or implied by law to present
business opportunities to the Partnership.



     (c) Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding
anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous
doctrine, shall not apply to any Indemnitee (including the General Partner) and no Indemnitee
(including the General Partner) who acquires knowledge of a potential transaction, agreement,
arrangement or other matter that may be an opportunity for the Partnership shall have any duty to
communicate or offer such opportunity to the Partnership, and such Indemnitee (including the
General Partner) shall not be liable to the Partnership, to any Limited Partner or any other Person
for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the
General Partner) pursues or acquires for itself, directs such opportunity to another Person or does
not communicate such opportunity or information to the Partnership; provided such Indemnitee does
not engage in such business or activity as a result of or using confidential or proprietary
information provided by or on behalf of the Partnership to such Indemnitee.



     (d) The General Partner and each of its Affiliates may acquire Units or other Partnership
Securities in addition to those acquired on the Closing Date and, except as otherwise provided in
this Agreement, shall be entitled to exercise, at their option, all rights relating to all



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Units or other Partnership Securities acquired by them. The term “Affiliates” when used in
this Section 7.5(d) with respect to the General Partner shall not include any Group Member.




     (e) Notwithstanding anything to the contrary in this Agreement, to the extent that any
provision of this Section 7.5 purports or is interpreted to have the effect of restricting,
eliminating or otherwise modifying the fiduciary duties that might otherwise, as a result of
Delaware or other applicable law, be owed by the General Partner to the Partnership and its Limited
Partners, or to constitute a waiver or consent by the Limited Partners to any such fiduciary duty,
such provisions in this Section 7.5 shall be deemed to have been approved by the Partners.




			
	Section 7.6	 	Loans from the General Partner; Loans or Contributions from the Partnership or Group Members.





     (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group
Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the
Group Member for such periods of time and in such amounts as the General Partner may determine;
provided, however, that in any such case the lending party may not charge the borrowing party
interest at a rate greater than the rate that would be charged the borrowing party or impose terms
less favorable to the borrowing party than would be charged or imposed on the borrowing party by
unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the
lending party’s financial abilities or guarantees), all as determined by the General Partner. The
borrowing party shall reimburse the lending party for any costs (other than any additional interest
costs) incurred by the lending party in connection with the borrowing of such funds. For purposes
of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a
Group Member that is controlled by the Group Member.



     (b) The Partnership may lend or contribute to any Group Member, and any Group Member may
borrow from the Partnership, funds on terms and conditions determined by the General Partner. No
Group Member may lend funds to the General Partner or any of its Affiliates (other than another
Group Member).




			
	Section 7.7	 	Indemnification.





     (a) To the fullest extent permitted by law but subject to the limitations expressly provided
in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from
and against any and all losses, claims, damages, liabilities, joint or several, expenses (including
legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the
Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable
judgment entered by a court of competent jurisdiction determining that, in respect of the matter
for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee
acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter,
acted with knowledge that the Indemnitee’s conduct was unlawful; provided,



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further, no indemnification pursuant to this Section 7.7 shall be available to the General
Partner or its Affiliates (other than a Group Member) with respect to its or their obligations
incurred pursuant to the Administrative Services Agreement (other than obligations incurred by the
General Partner on behalf of the Partnership). Any indemnification pursuant to this Section 7.7
shall be made only out of the assets of the Partnership, it being agreed that the General Partner
shall not be personally liable for such indemnification and shall have no obligation to contribute
or loan any monies or property to the Partnership to enable it to effectuate such indemnification.




     (b) To the fullest extent permitted by law, expenses (including legal fees and expenses)
incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior
to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the
Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall
be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section
7.7.



     (c) The indemnification provided by this Section 7.7 shall be in addition to any other rights
to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of
Outstanding Limited Partner Interests, as a matter of law or otherwise, both as to actions in the
Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue
as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the
heirs, successors, assigns and administrators of the Indemnitee.



     (d) The Partnership may purchase and maintain (or reimburse the General Partner or its
Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates and such
other Persons as the General Partner shall determine, against any liability that may be asserted
against, or expense that may be incurred by, such Person in connection with the Partnership’s
activities or such Person’s activities on behalf of the Partnership, regardless of whether the
Partnership would have the power to indemnify such Person against such liability under the
provisions of this Agreement.



     (e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested an
Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its
duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan
or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning
of Section 7.7(a); and action taken or omitted by it with respect to any employee benefit plan in
the performance of its duties for a purpose reasonably believed by it to be in the best interest of
the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the
best interests of the Partnership.



     (f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason
of the indemnification provisions set forth in this Agreement.



     (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section
7.7 because the Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms of this
Agreement.



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     (h) The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs,
successors, assigns and administrators and shall not be deemed to create any rights for the benefit
of any other Persons.



     (i) No amendment, modification or repeal of this Section 7.7 or any provision hereof shall in
any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be
indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such
Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless
of when such claims may arise or be asserted.




			
	Section 7.8	 	Liability of Indemnitees.





     (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall
be liable for monetary damages to the Partnership, the Limited Partners, the Assignees or any other
Persons who have acquired interests in the Partnership Securities, for losses sustained or
liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a
final and non-appealable judgment entered by a court of competent jurisdiction determining that, in
respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful
misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct
was criminal.



     (b) Subject to its obligations and duties as General Partner set forth in Section 7.1(a), the
General Partner may exercise any of the powers granted to it by this Agreement and perform any of
the duties imposed upon it hereunder either directly or by or through its agents, and the General
Partner shall not be responsible for any misconduct or negligence on the part of any such agent
appointed by the General Partner in good faith.



     (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary
duties) and liabilities relating thereto to the Partnership or to the Partners, the General Partner
and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not
be liable to the Partnership or to any Partner for its good faith reliance on the provisions of
this Agreement.



     (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be
prospective only and shall not in any way affect the limitations on the liability of the
Indemnitees under this Section 7.8 as in effect immediately prior to such amendment, modification
or repeal with respect to claims arising from or relating to matters occurring, in whole or in
part, prior to such amendment, modification or repeal, regardless of when such claims may arise or
be asserted.



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	Section 7.9	 	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.





     (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement,
whenever a potential conflict of interest exists or arises between the General Partner or any of
its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any
Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates
in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and
shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement
contemplated herein or therein, or of any duty stated or implied by law or equity, if the
resolution or course of action in respect of such conflict of interest is (i) approved by Special
Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned
by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership
than those generally being provided to or available from unrelated third parties or (iv) fair and
reasonable to the Partnership, taking into account the totality of the relationships between the
parties involved (including other transactions that may be particularly favorable or advantageous
to the Partnership). The General Partner shall be authorized but not required in connection with
its resolution of such conflict of interest to seek Special Approval of such resolution, and the
General Partner may also adopt a resolution or course of action that has not received Special
Approval. If Special Approval is sought, then it shall be presumed that, in making its decision,
the Conflicts Committee acted in good faith, and if Special Approval is not sought and the Board of
Directors of the General Partner determines that the resolution or course of action taken with
respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or
(iv) above, then it shall be presumed that, in making its decision, the Board of Directors acted in
good faith, and in either case, in any proceeding brought by any Limited Partner or Assignee or by
or on behalf of such Limited Partner or Assignee or any other Limited Partner or Assignee or the
Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall
have the burden of overcoming such presumption.



     (b) Whenever the General Partner makes a determination or takes or declines to take any other
action, or any of its Affiliates causes it to do so, in its capacity as the general partner of the
Partnership as opposed to in its individual capacity, whether under this Agreement, any Group
Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another
express standard is provided for in this Agreement, the General Partner, or such Affiliates causing
it to do so, shall make such determination or take or decline to take such other action in good
faith and shall not be subject to any other or different standards imposed by this Agreement, any
Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any
other law, rule or regulation or at equity. In order for a determination or other action to be in
“good faith” for purposes of this Agreement, the Person or Persons making such determination or
taking or declining to take such other action must believe that the determination or other action
is in the best interests of the Partnership.



     (c) Whenever the General Partner makes a determination or takes or declines to take any other
action, or any of its Affiliates causes it to do so, in its individual capacity as opposed to in
its capacity as the general partner of the Partnership, whether under this Agreement, any Group
Member Agreement or any other agreement contemplated hereby or otherwise, then the




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General Partner, or such Affiliates causing it to do so, are entitled to make such
determination or to take or decline to take such other action free of any fiduciary duty or
obligation whatsoever to the Partnership, any Limited Partner or Assignee, and the General Partner,
or such Affiliates causing it to do so, shall not be required to act in good faith or pursuant to
any other standard imposed by this Agreement, any Group Member Agreement, any other agreement
contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.
By way of illustration and not of limitation, whenever the phrase, “at the option of the General
Partner,” or some variation of that phrase, is used in this Agreement, it indicates that the
General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the
General Partner votes or transfers its General Partner Interest, to the extent permitted under this
Agreement, or refrains from voting or transferring its General Partner Interest, it shall be acting
in its individual capacity. The General Partner’s organizational documents may provide that
determinations to take or decline to take any action in its individual, rather than representative,
capacity may or shall be determined by its members, if the General Partner is a limited liability
company, stockholders, if the General Partner is a corporation, or the members or stockholders of
the General Partner’s general partner, if the General Partner is a limited partnership.




     (d) Notwithstanding anything to the contrary in this Agreement, the General Partner and its
Affiliates shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose
of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit
any Group Member to use any facilities or assets of the General Partner and its Affiliates, except
as may be provided in contracts entered into from time to time specifically dealing with such use.
Any determination by the General Partner or any of its Affiliates to enter into such contracts
shall be at its option.



     (e) Except as expressly set forth in this Agreement, neither the General Partner nor any other
Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership or
any Limited Partner or Assignee and the provisions of this Agreement, to the extent that they
restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of
the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by
the Partners to replace such other duties and liabilities of the General Partner or such other
Indemnitee.



     (f) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a
partner or member of a Group Member, to approve of actions by the general partner or managing
member of such Group Member similar to those actions permitted to be taken by the General Partner
pursuant to this Section 7.9.




			
	Section 7.10	 	Other Matters Concerning the General Partner.





     (a) The General Partner may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties.



     (b) The General Partner may consult with legal counsel, accountants, appraisers, management
consultants, investment bankers and other consultants and advisers selected by it,



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and any act taken or omitted to be taken in reliance upon the advice or opinion (including an
Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to
be within such Person’s professional or expert competence shall be conclusively presumed to have
been done or omitted in good faith and in accordance with such advice or opinion.




     (c) The General Partner shall have the right, in respect of any of its powers or obligations
hereunder, to act through any of its duly authorized officers, a duly appointed attorney or
attorneys-in-fact or the duly authorized officers of the Partnership or any Group Member.




			
	Section 7.11	 	Purchase or Sale of Partnership Securities.





     The General Partner may cause the Partnership to purchase or otherwise acquire Partnership
Securities. As long as Partnership Securities are held by any Group Member, such Partnership
Securities shall not be considered Outstanding for any purpose, except as otherwise provided
herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise
acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the
provisions of Articles IV and X.




			
	Section 7.12	 	[Reserved]






			
	Section 7.13	 	Reliance by Third Parties.





     Notwithstanding anything to the contrary in this Agreement, any Person dealing with the
Partnership shall be entitled to assume that the General Partner and any officer of the General
Partner authorized by the General Partner to act on behalf of and in the name of the Partnership
has full power and authority to encumber, sell or otherwise use in any manner any and all assets of
the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such
Person shall be entitled to deal with the General Partner or any such officer as if it were the
Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby
waives any and all defenses or other remedies that may be available against such Person to contest,
negate or disaffirm any action of the General Partner or any such officer in connection with any
such dealing. In no event shall any Person dealing with the General Partner or any such officer or
its representatives be obligated to ascertain that the terms of this Agreement have been complied
with or to inquire into the necessity or expedience of any act or action of the General Partner or
any such officer or its representatives. Each and every certificate, document or other instrument
executed on behalf of the Partnership by the General Partner or its representatives shall be
conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that
(a) at the time of the execution and delivery of such certificate, document or instrument, this
Agreement was in full force and effect, (b) the Person executing and delivering such certificate,
document or instrument was duly authorized and empowered to do so for and on behalf of the
Partnership and (c) such certificate, document or instrument was duly executed and delivered in
accordance with the terms and provisions of this Agreement and is binding upon the Partnership.



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ARTICLE VIII




BOOKS, RECORDS, ACCOUNTING AND REPORTS





			
	Section 8.1	 	Records and Accounting.





     The General Partner shall keep or cause to be kept at the principal office of the Partnership
appropriate books and records with respect to the Partnership’s business, including all books and
records necessary to provide to the Limited Partners any information required to be provided
pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in
the regular course of its business, including the record of the Record Holders and Assignees of
Units or other Partnership Securities, books of account and records of Partnership proceedings, may
be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape,
photographs, micrographics or any other information storage device; provided, that the books and
records so maintained are convertible into clearly legible written form within a reasonable period
of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an
accrual basis in accordance with U.S. GAAP.




			
	Section 8.2	 	Fiscal Year.





     The fiscal year of the Partnership shall be a fiscal year ending December 31.
Section 8.3 [Reserved].



ARTICLE IX




TAX MATTERS





			
	Section 9.1	 	Tax Returns and Information.





     The Partnership shall timely file all returns of the Partnership that are required for
federal, state and local income tax purposes on the basis of the accrual method and the taxable
year or years that it is required by law to adopt, from time to time, as determined by the General
Partner. In the event the Partnership is required to use a taxable year other than a year ending
on December 31, the General Partner shall use reasonable efforts to change the taxable year of the
Partnership to a year ending on December 31. The tax information reasonably required by Record
Holders for federal and state income tax reporting purposes with respect to a taxable year shall be
furnished to them within 90 days of the close of the calendar year in which the Partnership’s
taxable year ends. The classification, realization and recognition of income, gain, losses and
deductions and other items shall be on the accrual method of accounting for federal income tax
purposes.




			
	Section 9.2	 	Tax Elections.





     (a) The Partnership shall make the election under Section 754 of the Code in accordance with
applicable regulations thereunder, subject to the reservation of the right to seek to revoke any
such election upon the General Partner’s determination that such revocation is in



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the best interests of the Limited Partners. Notwithstanding any other provision herein
contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the
General Partner shall be authorized (but not required) to adopt a convention whereby the price paid
by a transferee of a Limited Partner Interest will be deemed to be the lowest quoted closing price
of the Limited Partner Interests on any National Securities Exchange on which such Limited Partner
Interests are listed or admitted to trading during the calendar month in which such transfer is
deemed to occur pursuant to Section 6.2(i) without regard to the actual price paid by such
transferee.




     (b) Except as otherwise provided herein, the General Partner shall determine whether the
Partnership should make any other elections permitted by the Code.




			
	Section 9.3	 	Tax Controversies.





     Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner
(as defined in the Code) and is authorized and required to represent the Partnership (at the
Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax
authorities, including resulting administrative and judicial proceedings, and to expend Partnership
funds for professional services and costs associated therewith. Each Partner agrees to cooperate
with the General Partner and to do or refrain from doing any or all things reasonably required by
the General Partner to conduct such proceedings.




			
	Section 9.4	 	Withholding.





     Notwithstanding any other provision of this Agreement, the General Partner is authorized to
take any action that may be required to cause the Partnership and other Group Members to comply
with any withholding requirements established under the Code or any other federal, state or local
law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the
Partnership is required or elects to withhold and pay over to any taxing authority any amount
resulting from the allocation or distribution of income to any Partner or Assignee (including by
reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a
distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.



ARTICLE X




ADMISSION OF PARTNERS





			
	Section 10.1	 	Admission of Initial Limited Partners.





     The parties hereto other than the General Partner are Limited Partners of the Partnership.




			
	Section 10.2	 	Admission of Substituted Limited Partners.





     By transfer of a Limited Partner Interest in accordance with Article IV, the transferor shall
be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner
subject to the conditions of, and in the manner permitted under, this Agreement. A



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transferor of a Certificate representing a Limited Partner Interest shall, however, only have
the authority to convey to a purchaser or other transferee who does not execute and deliver a
Transfer Application (a) the right to negotiate such Certificate to a purchaser or other transferee
and (b) the right to transfer the right to request admission as a Substituted Limited Partner to
such purchaser or other transferee in respect of the transferred Limited Partner Interests. No
transferor of a Limited Partner Interest or other Person shall have any obligation or
responsibility to provide a Transfer Application to a transferee or assist or participate in any
way with respect to the completion or delivery thereof. Each transferee of a Limited Partner
Interest (including any nominee holder or an agent acquiring such Limited Partner Interest for the
account of another Person) who executes and delivers a properly completed Transfer Application
shall, by virtue of such execution and delivery, be an Assignee. Such Assignee shall automatically
be admitted to the Partnership as a Substituted Limited Partner with respect to the Limited Partner
Interests so transferred to such Person at such time as such transfer is recorded in the books and
records of the Partnership, and until so recorded, such transferee shall be an Assignee. The
General Partner shall periodically, but no less frequently than on the first Business Day of each
calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which
a properly completed, duly executed Transfer Application has been received to be recorded in the
books and records of the Partnership. An Assignee shall have an interest in the Partnership
equivalent to that of a Limited Partner with respect to allocations and distributions, including
liquidating distributions, of the Partnership. With respect to voting rights attributable to
Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the
Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such
Limited Partner Interests on any matter, vote such Limited Partner Interests at the written
direction of the Assignee who is the Record Holder of such Limited Partner Interests. If no such
written direction is received, such Limited Partner Interests will not be voted. An Assignee shall
have no other rights of a Limited Partner.





			
	Section 10.3	 	Admission of Successor General Partner.





     A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or
successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be
admitted as a successor General Partner shall be admitted to the Partnership as the General
Partner, effective immediately prior to the withdrawal or removal of the predecessor or
transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General
Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be
admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such
successor has executed and delivered such other documents or instruments as may be required to
effect such admission. Any such successor shall, subject to the terms hereof, carry on the business
of the members of the Partnership Group without dissolution.




			
	Section 10.4	 	Admission of Additional Limited Partners.





     (a) A Person (other than the General Partner, an Initial Limited Partner or a Substituted
Limited Partner) who makes a Capital Contribution to the Partnership in accordance with this
Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon
furnishing to the General Partner:



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     (i) evidence of acceptance in form satisfactory to the General Partner of all of the
terms and conditions of this Agreement, including the power of attorney granted in Section
2.6, and




     (ii) such other documents or instruments as may be required by the General Partner to
effect such Person’s admission as an Additional Limited Partner.



     (b) Notwithstanding anything to the contrary in this Section 10.4, no Person shall be admitted
as an Additional Limited Partner without the consent of the General Partner. The admission of any
Person as an Additional Limited Partner shall become effective on the date upon which the name of
such Person is recorded as such in the books and records of the Partnership, following the consent
of the General Partner to such admission.




			
	Section 10.5	 	Amendment of Agreement and Certificate of Limited Partnership.





     To effect the admission to the Partnership of any Partner, the General Partner shall take all
steps necessary or appropriate under the Delaware Act to amend the records of the Partnership to
reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this
Agreement and, if required by law, the General Partner shall prepare and file an amendment to the
Certificate of Limited Partnership, and the General Partner may for this purpose, among others,
exercise the power of attorney granted pursuant to Section 2.6.



ARTICLE XI




WITHDRAWAL OR REMOVAL OF PARTNERS





			
	Section 11.1	 	Withdrawal of the General Partner.





     (a) The General Partner shall be deemed to have withdrawn from the Partnership upon the
occurrence of any one of the following events (each such event herein referred to as an “Event of
Withdrawal”);




     (i) The General Partner voluntarily withdraws from the Partnership by giving written
notice to the other Partners;




     (ii) The General Partner transfers all of its rights as General Partner pursuant to
Section 4.6;




     (iii) The General Partner is removed pursuant to Section 11.2;




     (iv) The General Partner (A) makes a general assignment for the benefit of creditors;
(B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States
Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation,
dissolution or similar relief (but not a reorganization) under any law; (D) files an answer
or other pleading admitting or failing to contest the material allegations of a petition
filed against the General Partner in a proceeding of the type described in clauses (A)-(C)
of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the



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appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of
the General Partner or of all or any substantial part of its properties;




     (v) A final and non-appealable order of relief under Chapter 7 of the United States
Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary
or involuntary petition by or against the General Partner; or




     (vi) (A) in the event the General Partner is a corporation, a certificate of
dissolution or its equivalent is filed for the General Partner, or 90 days expire after the
date of notice to the General Partner of revocation of its charter without a reinstatement
of its charter, under the laws of its state of incorporation; (B) in the event the General
Partner is a partnership or a limited liability company, the dissolution and commencement of
winding up of the General Partner; (C) in the event the General Partner is acting in such
capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the
event the General Partner is a natural person, his death or adjudication of incompetency;
and (E) otherwise in the event of the termination of the General Partner.


If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs,
the withdrawing General Partner shall give notice to the Limited Partners within 30 days after such
occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section
11.1 shall result in the withdrawal of the General Partner from the Partnership.




     (b) Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of
Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i)
at any time during the period beginning on the Closing Date and ending at 12:00 midnight,
prevailing Central Time, on December 31, 2016, the General Partner voluntarily withdraws by giving
at least 90 days’ advance notice of its intention to withdraw to the Limited Partners; provided,
that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders
holding at least a majority of the Outstanding Common Units (excluding Common Units held by the
General Partner and its Affiliates) and the General Partner delivers to the Partnership an Opinion
of Counsel (“Withdrawal Opinion of Counsel”) that such withdrawal (following the selection of the
successor General Partner) would not result in the loss of the limited liability of any Limited
Partner or any Group Member or cause any Group Member to be treated as an association taxable as a
corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent
not already so treated or taxed); (ii) at any time after 12:00 midnight, prevailing Central Time,
on December 31, 2016, the General Partner voluntarily withdraws by giving at least 90 days’ advance
notice to the Unitholders, such withdrawal to take effect on the date specified in such notice;
(iii) at any time that the General Partner ceases to be the General Partner pursuant to Section
11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this
sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days’
advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect
on the date specified in the notice, if at the time such notice is given one Person and its
Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or
control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the
Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of
the General Partner as general partner or managing member, if



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any, to the extent applicable, of the other Group Members. If the General Partner gives a
notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit Majority, may, prior to
the effective date of such withdrawal, elect a successor General Partner. The Person so elected as
successor General Partner shall automatically become the successor general partner or managing
member, to the extent applicable, of the other Group Members of which the General Partner is a
general partner or a managing member. If, prior to the effective date of the General Partner’s
withdrawal, a successor is not selected by the Unitholders as provided herein or the Partnership
does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance
with Section 12.1. Any successor General Partner elected in accordance with the terms of this
Section 11.1 shall be subject to the provisions of Section 10.3.





			
	Section 11.2	 	Removal of the General Partner.





     The General Partner may be removed if such removal is approved by the Unitholders holding at
least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its
Affiliates) voting as a single class. Any such action by such holders for removal of the General
Partner must also provide for the election of a successor General Partner by the Unitholders of a
Unit Majority. Such removal shall be effective immediately following the admission of a successor
General Partner pursuant to Section 10.3. The removal of the General Partner shall also
automatically constitute the removal of the General Partner as general partner or managing member,
to the extent applicable, of the other Group Members of which the General Partner is a general
partner or a managing member. If a Person is elected as a successor General Partner in accordance
with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.3,
automatically become a successor general partner or managing member, to the extent applicable, of
the other Group Members of which the General Partner is a general partner or a managing member. The
right of the holders of Outstanding Units to remove the General Partner shall not exist or be
exercised unless the Partnership has received an opinion opining as to the matters covered by a
Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms
of this Section 11.2 shall be subject to the provisions of Section 10.3.


Section 11.3 Interest of Departing General Partner and Successor General Partner.




     (a) In the event of (i) withdrawal of the General Partner under circumstances where such
withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of
Outstanding Units under circumstances where Cause does not exist, if the successor General Partner
is elected in accordance with the terms of Section 11.1 or 11.2, the Departing General Partner
shall have the option, exercisable prior to the effective date of the departure of such Departing
General Partner, to require its successor to purchase its General Partner Interest and its general
partner interest (or equivalent interest), if any, in the other Group Members (collectively, the
“Combined Interest”) in exchange for an amount in cash equal to the fair market value of such
Combined Interest, such amount to be determined and payable as of the effective date of its
departure. If the General Partner is removed by the Unitholders under circumstances where Cause
exists or if the General Partner withdraws under circumstances where such withdrawal violates this
Agreement, and if a successor General Partner is elected in accordance with the terms of Section
11.1 or 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the
successor General Partner is not the former General



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Partner), such successor shall have the option, exercisable prior to the effective date of the
departure of such Departing General Partner (or, in the event the business of the Partnership is
continued, prior to the date the business of the Partnership is continued), to purchase the
Combined Interest for such fair market value of such Combined Interest of the Departing General
Partner. In either event, the Departing General Partner shall be entitled to receive all
reimbursements due such Departing General Partner pursuant to Section 7.4, including any
employee-related liabilities (including severance liabilities), incurred in connection with the
termination of any employees employed by the Departing General Partner or its Affiliates (other
than any Group Member) for the benefit of the Partnership or the other Group Members.




     For purposes of this Section 11.3(a), the fair market value of the Departing General Partner’s
Combined Interest shall be determined by agreement between the Departing General Partner and its
successor or, failing agreement within 30 days after the effective date of such Departing General
Partner’s departure, by an independent investment banking firm or other independent expert selected
by the Departing General Partner and its successor, which, in turn, may rely on other experts, and
the determination of which shall be conclusive as to such matter. If such parties cannot agree upon
one independent investment banking firm or other independent expert within 45 days after the
effective date of such departure, then the Departing General Partner shall designate an independent
investment banking firm or other independent expert, the Departing General Partner’s successor
shall designate an independent investment banking firm or other independent expert, and such firms
or experts shall mutually select a third independent investment banking firm or independent expert,
which third independent investment banking firm or other independent expert shall determine the
fair market value of the Combined Interest of the Departing General Partner. In making its
determination, such third independent investment banking firm or other independent expert may
consider the then current trading price of Units on any National Securities Exchange on which Units
are then listed or admitted to trading, the value of the Partnership’s assets, the rights and
obligations of the Departing General Partner and other factors it may deem relevant.



     (b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the
Departing General Partner (or its transferee) shall become a Limited Partner and its Combined
Interest shall be converted into Common Units pursuant to a valuation made by an investment banking
firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such
Partnership Interest (but subject to proportionate dilution by reason of the admission of its
successor). Any successor General Partner shall indemnify the Departing General Partner (or its
transferee) as to all debts and liabilities of the Partnership arising on or after the date on
which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of
this Agreement, conversion of the Combined Interest of the Departing General Partner to Common
Units will be characterized as if the Departing General Partner (or its transferee) contributed its
Combined Interest to the Partnership in exchange for the newly issued Common Units.



     (c) If a successor General Partner is elected in accordance with the terms of Section 11.1 or
11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor
General Partner is not the former General Partner) and the option described in Section 11.3(a) is
not exercised by the party entitled to do so, the successor General Partner shall, at the



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effective date of its admission to the Partnership, contribute to the Partnership cash in the
amount equal to the product of the (x) quotient obtained by dividing (A) the Sharing Percentage of
the General Partner Interest of the Departing General Partner by (B) a percentage equal to 100%
less the Sharing Percentage of the General Partner Interest of the Departing General Partner and
(y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor
General Partner shall, subject to the following sentence, be entitled to its Sharing Percentage and
its Percentage Interest, as the case may be, of all Partnership allocations and distributions to
which the Departing General Partner was entitled. In addition, the successor General Partner shall
cause this Agreement to be amended to reflect that, from and after the date of such successor
General Partner’s admission, the successor General Partner’s interest in all Partnership
distributions and allocations shall be its Sharing Percentage or its Percentage Interest, as the
case may be.





			
	Section 11.4	 	Withdrawal of Limited Partners.





     No Limited Partner shall have any right to withdraw from the Partnership; provided, however,
that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of
the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a
Limited Partner with respect to the Limited Partner Interest so transferred.



ARTICLE XII




DISSOLUTION AND LIQUIDATION





			
	Section 12.1	 	Dissolution.





     The Partnership shall not be dissolved by the admission of Substituted Limited Partners or
Additional Limited Partners or by the admission of a successor General Partner in accordance with
the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor
General Partner is elected pursuant to Section 11.1 or 11.2, the Partnership shall not be dissolved
and such successor General Partner shall continue the business of the Partnership. The Partnership
shall dissolve, and (subject to Section 12.2) its affairs shall be wound up, upon:



     (a) an Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than
Section 11.1(a)(ii)), unless a successor is elected and an Opinion of Counsel is received as
provided in Section 11.1(b) or 11.2 and such successor is admitted to the Partnership pursuant to
Section 10.3;



     (b) an election to dissolve the Partnership by the General Partner that is approved by the
holders of a Unit Majority;



     (c) the entry of a decree of judicial dissolution of the Partnership pursuant to the
provisions of the Delaware Act; or



     (d) at any time there are no Limited Partners, unless the Partnership is continued without
dissolution in accordance with the Delaware Act.



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	Section 12.2	 	Continuation of the Business of the Partnership After Dissolution.





     Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the
withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the
failure of the Partners to select a successor to such Departing General Partner pursuant to Section
11.1 or 11.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event
constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the
maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may
elect to continue the business of the Partnership on the same terms and conditions set forth in
this Agreement by appointing as a successor General Partner a Person approved by the holders of a
Unit Majority. Unless such an election is made within the applicable time period as set forth
above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an
election is so made, then:




     (i) the Partnership shall continue without dissolution unless earlier dissolved in
accordance with this Article XII;




     (ii) if the successor General Partner is not the former General Partner, then the
interest of the former General Partner shall be treated in the manner provided in Section
11.3; and




     (iii) the successor General Partner shall be admitted to the Partnership as General
Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this
Agreement; provided, that the right of the holders of a Unit Majority to approve a successor
General Partner and to continue the business of the Partnership shall not exist and may not
be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise
of the right would not result in the loss of limited liability of any Limited Partner and
(y) neither the Partnership nor any Group Member would be treated as an association taxable
as a corporation or otherwise be taxable as an entity for federal income tax purposes upon
the exercise of such right to continue (to the extent not already so treated or taxed).




			
	Section 12.3	 	Liquidator.





     Upon dissolution of the Partnership, unless the business of the Partnership is continued
pursuant to Section 12.2, the General Partner shall select one or more Persons to act as
Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such
compensation for its services as may be approved by holders of a Unit Majority. The Liquidator (if
other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice
and may be removed at any time, with or without cause, by notice of removal approved by holders of
a Unit Majority. Upon dissolution, removal or resignation of the Liquidator, a successor and
substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original
Liquidator) shall within 30 days thereafter be approved by holders of a Unit Majority. The right
to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to
refer also to any such successor or substitute Liquidator approved in the manner herein provided.
Except as expressly provided in this Article XII, the Liquidator approved in the manner provided
herein shall have and may exercise, without further



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authorization or consent of any of the parties hereto, all of the powers conferred upon the
General Partner under the terms of this Agreement (but subject to all of the applicable
limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation
on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of
the Liquidator hereunder for and during the period of time required to complete the winding up and
liquidation of the Partnership as provided for herein.





			
	Section 12.4	 	Liquidation.





     The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its
liabilities, and otherwise wind up its affairs in such manner and over such period as determined by
the Liquidator, subject to Section 17-804 of the Delaware Act and the following:



     (a) The assets may be disposed of by public or private sale or by distribution in kind to one
or more Partners on such terms as the Liquidator and such Partner or Partners may agree. If any
property is distributed in kind, the Partner receiving the property shall be deemed for purposes of
Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously
therewith, appropriate cash distributions must be made to the other Partners. The Liquidator may
defer liquidation or distribution of the Partnership’s assets for a reasonable time if it
determines that an immediate sale or distribution of all or some of the Partnership’s assets would
be impractical or would cause undue loss to the Partners. The Liquidator may distribute the
Partnership’s assets, in whole or in part, in kind if it determines that a sale would be
impractical or would cause undue loss to the Partners.



     (b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation for
serving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise
than in respect of their distribution rights under Article VI. With respect to any liability that
is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator
shall either settle such claim for such amount as it thinks appropriate or establish a reserve of
cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall
be distributed as additional liquidation proceeds.



     (c) All property and all cash in excess of that required to discharge liabilities as provided
in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of,
the positive balances in their respective Capital Accounts, as determined after taking into account
all Capital Account adjustments (other than those made by reason of distributions pursuant to this
Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the
Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation
Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year
(or, if later, within 90 days after said date of such occurrence).




			
	Section 12.5	 	Cancellation of Certificate of Limited Partnership.





     Upon the completion of the distribution of Partnership cash and property as provided in
Section 12.4 in connection with the liquidation of the Partnership, the Certificate of Limited
Partnership and all qualifications of the Partnership as a foreign limited partnership in
jurisdictions other than the State of Delaware shall be canceled and such other actions as may
be necessary to terminate the Partnership shall be taken.



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	Section 12.6	 	Return of Contributions.





     The General Partner shall not be personally liable for, and shall have no obligation to
contribute or loan any monies or property to the Partnership to enable it to effectuate, the return
of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it
being expressly understood that any such return shall be made solely from Partnership assets.




			
	Section 12.7	 	Waiver of Partition.





     To the maximum extent permitted by law, each Partner hereby waives any right to partition of
the Partnership property.




			
	Section 12.8	 	Capital Account Restoration.





     No Limited Partner shall have any obligation to restore any negative balance in its Capital
Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any
negative balance in its Capital Account upon liquidation of its interest in the Partnership by the
end of the taxable year of the Partnership during which such liquidation occurs, or, if later,
within 90 days after the date of such liquidation.



ARTICLE XIII




AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE





			
	Section 13.1	 	Amendments to be Adopted Solely by the General Partner.





     Each Partner agrees that the General Partner, without the approval of any Partner or Assignee,
may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and
record whatever documents may be required in connection therewith, to reflect:



     (a) a change in the name of the Partnership, the location of the principal place of business
of the Partnership, the registered agent of the Partnership or the registered office of the
Partnership;



     (b) admission, substitution, withdrawal or removal of Partners in accordance with this
Agreement;



     (c) a change that the General Partner determines to be necessary or advisable to qualify or
continue the qualification of the Partnership as a limited partnership or a partnership in which
the Limited Partners have limited liability under the laws of any state or to ensure that the Group
Members will not be treated as associations taxable as corporations or otherwise taxed as entities
for federal income tax purposes;



     (d) a change that the General Partner determines, (i) does not adversely affect the Limited
Partners (including any particular class of Partnership Interests as compared to other



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classes of Partnership Interests) in any material respect, (ii) to be necessary or appropriate
to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive,
order, ruling or regulation of any federal or state agency or judicial authority or contained in
any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the
Units (including the division of any class or classes of Outstanding Units into different classes
to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule,
regulation, guideline or requirement of any National Securities Exchange on which the Units are or
will be listed or admitted to trading, (iii) to be necessary or advisable in connection with action
taken by the General Partner pursuant to Section 5.8 or (iv) is required to effect the intent of
the provisions of this Agreement or is otherwise contemplated by this Agreement;




     (e) a change in the fiscal year or taxable year of the Partnership and any other changes that
the General Partner determines to be necessary or appropriate as a result of a change in the fiscal
year or taxable year of the Partnership including, if the General Partner shall so determine, a
change in the definition of “Quarter” and the dates on which distributions are to be made by the
Partnership;



     (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or
the General Partner or its directors, officers, trustees or agents from in any manner being
subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment
Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement
Income Security Act of 1974, as amended, regardless of whether such are substantially similar to
plan asset regulations currently applied or proposed by the United States Department of Labor;



     (g) an amendment that the General Partner determines to be necessary or appropriate in
connection with the authorization of issuance of any class or series of Partnership Securities
pursuant to Section 5.6;



     (h) any amendment expressly permitted in this Agreement to be made by the General Partner
acting alone;



     (i) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of
Conversion approved in accordance with Section 14.3;



     (j) an amendment that the General Partner determines to be necessary or appropriate to reflect
and account for the formation by the Partnership of, or investment by the Partnership in, any
corporation, partnership, joint venture, limited liability company or other entity, in connection
with the conduct by the Partnership of activities permitted by the terms of Section 2.4;



     (k) a change that the General Partner determines to be necessary or advisable to effect the
reissuance of the Management Incentive Units as contemplated by Section 5.10(f);



     (l) a merger or conveyance or conversion pursuant to Section 14.3(d); or




     (m) any other amendments substantially similar to the foregoing.



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	Section 13.2	 	Amendment Procedures.





     Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made
in accordance with the following requirements. Amendments to this Agreement may be proposed only by
the General Partner; provided, however, that the General Partner shall have no duty or obligation
to propose any amendment to this Agreement and may decline to do so free of any fiduciary duty or
obligation whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to
propose an amendment, to the fullest extent permitted by law shall not be required to act in good
faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any
other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation
or at equity. A proposed amendment shall be effective upon its approval by the General Partner and
the holders of a Unit Majority, unless a greater or different percentage is required under this
Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders of
a specified percentage of Outstanding Units shall be set forth in a writing that contains the text
of the proposed amendment. If such an amendment is proposed, the General Partner shall seek the
written approval of the requisite percentage of Outstanding Units or call a meeting of the
Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all
Record Holders upon final adoption of any such proposed amendments.




			
	Section 13.3	 	Amendment Requirements.





     (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement
that establishes a percentage of Outstanding Units (including Units deemed owned by the General
Partner and its Affiliates) required to take any action shall be amended, altered, changed,
repealed or rescinded in any respect that would have the effect of reducing such voting percentage
unless such amendment is approved by the written consent or the affirmative vote of holders of
Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement
sought to be reduced.



     (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement
may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be
deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c) or (ii)
enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way
the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its
Affiliates without its consent, which consent may be given or withheld at its option.



     (c) Except as provided in Section 14.3, and without limitation of the General Partner’s
authority to adopt amendments to this Agreement without the approval of any Partners or Assignees
as contemplated in Section 13.1, any amendment that would have a material adverse effect on the
rights or preferences of any class of Partnership Interests in relation to other classes of
Partnership Interests must be approved by the holders of not less than a majority of the
Outstanding Partnership Interests of the class affected.



     (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to
Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become
effective without the approval of the holders of at least 90% of the Outstanding



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Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the
effect that such amendment will not affect the limited liability of any Limited Partner under
applicable law.




     (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the
approval of the holders of at least 90% of the Outstanding Units.




			
	Section 13.4	 	Special Meetings.





     All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the
manner provided in this Article XIII. Special meetings of the Limited Partners may be called by
the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class
or classes for which a meeting is proposed. Limited Partners shall call a special meeting by
delivering to the General Partner one or more requests in writing stating that the signing Limited
Partners wish to call a special meeting and indicating the general or specific purposes for which
the special meeting is to be called. Within 60 days after receipt of such a call from Limited
Partners or within such greater time as may be reasonably necessary for the Partnership to comply
with any statutes, rules, regulations, listing agreements or similar requirements governing the
holding of a meeting or the solicitation of proxies for use at such a meeting, the General Partner
shall send a notice of the meeting to the Limited Partners either directly or indirectly through
the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner
on a date not less than 10 days nor more than 60 days after the mailing of notice of the meeting.
Limited Partners shall not vote on matters that would cause the Limited Partners to be deemed to be
taking part in the management and control of the business and affairs of the Partnership so as to
jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other
state in which the Partnership is qualified to do business.




			
	Section 13.5	 	Notice of a Meeting.





     Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of
the class or classes of Units for which a meeting is proposed in writing by mail or other means of
written communication in accordance with Section 16.1. The notice shall be deemed to have been
given at the time when deposited in the mail or sent by other means of written communication.




			
	Section 13.6	 	Record Date.





     For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting
of the Limited Partners or to give approvals without a meeting as provided in Section 13.11 the
General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before
(a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline
or requirement of any National Securities Exchange on which the Units are listed or admitted to
trading, in which case the rule, regulation, guideline or requirement of such National Securities
Exchange shall govern) or (b) in the event that approvals are sought without a meeting, the date by
which Limited Partners are requested in writing by the General Partner to give such approvals. If
the General Partner does not set a Record Date, then (a) the Record Date for determining the
Limited Partners entitled to notice of or to vote at a meeting of the Limited




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Partners shall be the close of business on the day next preceding the day on which notice is
given, and (b) the Record Date for determining the Limited Partners entitled to give approvals
without a meeting shall be the date the first written approval is deposited with the Partnership in
care of the General Partner in accordance with Section 13.11.





			
	Section 13.7	 	Adjournment.





     When a meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are
announced at the meeting at which the adjournment is taken, unless such adjournment shall be for
more than 45 days. At the adjourned meeting, the Partnership may transact any business which might
have been transacted at the original meeting. If the adjournment is for more than 45 days or if a
new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given in accordance with this Article XIII.




			
	Section 13.8	 	Waiver of Notice; Approval of Meeting; Approval of Minutes.





     The transactions of any meeting of Limited Partners, however called and noticed, and whenever
held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting
shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the
meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened; and except that attendance
at a meeting is not a waiver of any right to disapprove the consideration of matters required to be
included in the notice of the meeting, but not so included, if the disapproval is expressly made at
the meeting.




			
	Section 13.9	 	Quorum and Voting.





     The holders of a majority of the Outstanding Units of the class or classes for which a meeting
has been called (including Outstanding Units deemed owned by the General Partner) represented in
person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or
classes unless any such action by the Limited Partners requires approval by holders of a greater
percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting
of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is
present, the act of Limited Partners holding Outstanding Units that in the aggregate represent a
majority of the Outstanding Units entitled to vote and be present in person or by proxy at such
meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or
different percentage is required with respect to such action under the provisions of this
Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the
aggregate represent at least such greater or different percentage shall be required. The Limited
Partners present at a duly called or held meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to
leave less than a quorum, if any action taken (other than adjournment) is approved by the required
percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed
owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be
adjourned from time to time by the affirmative vote of holders of at




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least a majority of the Outstanding Units entitled to vote at such meeting (including
Outstanding Units deemed owned by the General Partner) represented either in person or by proxy,
but no other business may be transacted, except as provided in Section 13.7.





			
	Section 13.10	 	Conduct of a Meeting.





     The General Partner shall have full power and authority concerning the manner of conducting
any meeting of the Limited Partners or solicitation of approvals in writing, including the
determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the
requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the
determination of any controversies, votes or challenges arising in connection with or during the
meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting
and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept
with the records of the Partnership maintained by the General Partner. The General Partner may make
such other regulations consistent with applicable law and this Agreement as it may deem advisable
concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in
writing, including regulations in regard to the appointment of proxies, the appointment and duties
of inspectors of votes and approvals, the submission and examination of proxies and other evidence
of the right to vote, and the revocation of approvals in writing.




			
	Section 13.11	 	Action Without a Meeting.





     If authorized by the General Partner, any action that may be taken at a meeting of the Limited
Partners may be taken without a meeting if an approval in writing setting forth the action so taken
is signed by Limited Partners owning not less than the minimum percentage of the Outstanding Units
(including Units deemed owned by the General Partner) that would be necessary to authorize or take
such action at a meeting at which all the Limited Partners were present and voted (unless such
provision conflicts with any rule, regulation, guideline or requirement of any National Securities
Exchange on which the Units are listed or admitted to trading, in which case the rule, regulation,
guideline or requirement of such National Securities Exchange shall govern). Prompt notice of the
taking of action without a meeting shall be given to the Limited Partners who have not approved in
writing. The General Partner may specify that any written ballot submitted to Limited Partners for
the purpose of taking any action without a meeting shall be returned to the Partnership within the
time period, which shall be not less than 20 days, specified by the General Partner. If a ballot
returned to the Partnership does not vote all of the Units held by the Limited Partners, the
Partnership shall be deemed to have failed to receive a ballot for the Units that were not voted.
If approval of the taking of any action by the Limited Partners is solicited by any Person other
than by or on behalf of the General Partner, the written approvals shall have no force and effect
unless and until (a) they are deposited with the Partnership in care of the General Partner, (b)
approvals sufficient to take the action proposed are dated as of a date not more than 90 days prior
to the date sufficient approvals are deposited with the Partnership and (c) an Opinion of Counsel
is delivered to the General Partner to the effect that the exercise of such right and the action
proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners
to be deemed to be taking part in the management and control of the business and affairs of the
Partnership so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwise
permissible under the state statutes then governing the rights, duties and liabilities of the
Partnership and the Partners.



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	Section 13.12	 	Right to Vote and Related Matters.





     (a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6
(and also subject to the limitations contained in the definition of “Outstanding”) shall be
entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to
matters as to which the holders of the Outstanding Units have the right to vote or to act. All
references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units
shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding
Units.



     (b) With respect to Units that are held for a Person’s account by another Person (such as a
broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing),
in whose name such Units are registered, such other Person shall, in exercising the voting rights
in respect of such Units on any matter, and unless the arrangement between such Persons provides
otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial
owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The
provisions of this Section 13.12(b) (as well as all other provisions of this Agreement) are subject
to the provisions of Section 4.3.



ARTICLE XIV




MERGER OR CONVERSION





			
	Section 14.1	 	Authority.





     The Partnership may merge or consolidate with or into one or more corporations, limited
liability companies, statutory trusts or associations, real estate investment trusts, common law
trusts or unincorporated businesses, including a partnership (whether general or limited (including
a limited liability partnership)), or convert into any such entity, whether such entity is formed
under the laws of the State of Delaware or any other state of the United States of America,
pursuant to a written agreement of merger or consolidation (“Merger Agreement”), or a written plan
of conversion (“Plan of Conversion”), as the case may be, in accordance with this Article XIV.




			
	Section 14.2	 	Procedure for Merger, Consolidation or Conversion.





     (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV
requires the prior consent of the General Partner; provided, however, that, to the fullest extent
permitted by law, the General Partner shall have no duty or obligation to consent to any merger,
consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty
or obligation whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to
consent to a merger, consolidation or conversion, shall not be required to act in good faith or
pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other
agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at
equity.



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     (b) If the General Partner shall determine to consent to the merger or consolidation, the
General Partner shall approve the Merger Agreement, which shall set forth:




     (i) the names and jurisdictions of formation or organization of each of the business
entities proposing to merge or consolidate;




     (ii) the name and jurisdiction of formation or organization of the business entity that
is to survive the proposed merger or consolidation (the “Surviving Business Entity”);




     (iii) the terms and conditions of the proposed merger or consolidation;




     (iv) the manner and basis of exchanging or converting the equity securities of each
constituent business entity for, or into, cash, property or interests, rights, securities or
obligations of the Surviving Business Entity; and (i) if any general or limited partner
interests, securities or rights of any constituent business entity are not to be exchanged
or converted solely for, or into, cash, property or interests, rights, securities or
obligations of the Surviving Business Entity, the cash, property or general or limited
partner interests, rights, securities or obligations of any general or limited partnership,
corporation, trust, limited liability company, unincorporated business or other entity
(other than the Surviving Business Entity) which the holders of such interests, securities
or rights are to receive in exchange for, or upon conversion of their interests, securities
or rights, and (ii) in the case of securities represented by certificates, upon the
surrender of such certificates, which cash, property or interests, rights, securities or
obligations of the Surviving Business Entity or any general or limited partnership,
corporation, trust, limited liability company, unincorporated business or other entity
(other than the Surviving Business Entity), or evidences thereof, are to be delivered;




     (v) a statement of any changes in the constituent documents or the adoption of new
constituent documents (the articles or certificate of incorporation, articles of trust,
declaration of trust, certificate or agreement of limited partnership, operating agreement
or other similar charter or governing document) of the Surviving Business Entity to be
effected by such merger or consolidation;




     (vi) the effective time of the merger, which may be the date of the filing of the
certificate of merger pursuant to Section 14.4 or a later date specified in or determinable
in accordance with the Merger Agreement (provided, that if the effective time of the merger
is to be later than the date of the filing of such certificate of merger, the effective time
shall be fixed at a date or time certain at or prior to the time of the filing of such
certificate of merger and stated therein); and




     (vii) such other provisions with respect to the proposed merger or consolidation that
the General Partner determines to be necessary or appropriate.



     (c) If the General Partner shall determine to consent to the conversion, the General Partner
may approve and adopt a Plan of Conversion containing such terms and conditions that the General
Partner determines to be necessary or appropriate.




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	Section 14.3	 	Approval by Limited Partners.





     (a) Except as provided in Sections 14.3(d) and 14.3(e), the General Partner, upon its approval
of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger
Agreement or the Plan of Conversion, as applicable, be submitted to a vote of Limited Partners,
whether at a special meeting or by written consent, in either case in accordance with the
requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of
Conversion, as the case may be, shall be included in or enclosed with the notice of a special
meeting or the written consent.



     (b) Except as provided in Sections 14.3(d) and 14.3(e), the Merger Agreement or the Plan of
Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of
the holders of a Unit Majority.



     (c) Except as provided in Sections 14.3(d) and 14.3(e), after such approval by vote or consent
of the Limited Partners, and at any time prior to the filing of the certificate of merger or
certificate of conversion pursuant to Section 14.4, the merger, consolidation or conversion may be
abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of
Conversion, as the case may be.



     (d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the
General Partner is permitted, without Limited Partner approval, to convert the Partnership or any
Group Member into a new limited liability entity, to merge the Partnership or any Group Member
into, or convey all of the Partnership’s assets to, another limited liability entity which shall be
newly formed and shall have no assets, liabilities or operations at the time of such conversion,
merger or conveyance other than those it receives from the Partnership or other Group Member if (i)
the General Partner has received an Opinion of Counsel that the conversion, merger or conveyance,
as the case may be, would not result in the loss of the limited liability of any Limited Partner or
cause the Partnership to be treated as an association taxable as a corporation or otherwise to be
taxed as an entity for federal income tax purposes (to the extent not previously treated as such),
(ii) the sole purpose of such conversion, merger or conveyance is to effect a mere change in the
legal form of the Partnership into another limited liability entity and (iii) the governing
instruments of the new entity provide the Limited Partners and the General Partner with the same
rights and obligations as are herein contained.



     (e) Additionally, notwithstanding anything else contained in this Article XIV or in this
Agreement, the General Partner is permitted, without Limited Partner approval, to merge or
consolidate the Partnership with or into another entity if (A) the General Partner has received an
Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the
loss of the limited liability of any Limited Partner or cause the Partnership to be treated as an
association taxable as a corporation or otherwise to be taxed as an entity for federal income tax
purposes (to the extent not previously treated as such), (B) the merger or consolidation would not
result in an amendment to the Partnership Agreement, other than any amendments that could be
adopted pursuant to Section 13.1, (C) the Partnership is the Surviving Business Entity in such
merger or consolidation, (D) each Unit outstanding immediately prior to the effective date of the
merger or consolidation is to be an identical Unit of the Partnership after the effective date of
the merger or consolidation, and (E) the number of Partnership Securities to be issued by the



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Partnership in such merger or consolidation do not exceed 20% of the Partnership Securities
Outstanding immediately prior to the effective date of such merger or consolidation.





			
	Section 14.4	 	Certificate of Merger or Conversion.





     Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or
a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as
applicable, shall be executed and filed with the Secretary of State of the State of Delaware in
conformity with the requirements of the Delaware Act.




			
	Section 14.5	 	Amendment of Partnership Agreement.





     Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation
approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b)
effect the adoption of a new partnership agreement for the Partnership if it is the Surviving
Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be
effective at the effective time or date of the merger or consolidation.




			
	Section 14.6	 	Effect of Merger, Consolidation or Conversion.





     (a) At the effective time of the certificate of merger:




     (i) all of the rights, privileges and powers of each of the business entities that has
merged or consolidated, and all property, real, personal and mixed, and all debts due to any
of those business entities and all other things and causes of action belonging to each of
those business entities, shall be vested in the Surviving Business Entity and after the
merger or consolidation shall be the property of the Surviving Business Entity to the extent
they were of each constituent business entity;




     (ii) the title to any real property vested by deed or otherwise in any of those
constituent business entities shall not revert and is not in any way impaired because of the
merger or consolidation;




     (iii) all rights of creditors and all liens on or security interests in property of any
of those constituent business entities shall be preserved unimpaired; and




     (iv) all debts, liabilities and duties of those constituent business entities shall
attach to the Surviving Business Entity and may be enforced against it to the same extent as
if the debts, liabilities and duties had been incurred or contracted by it.



     (b) At the effective time of the certificate of conversion:




     (i) the Partnership shall continue to exist, without interruption, but in the
organizational form of the converted entity rather than in its prior organizational form;




     (ii) all rights, title, and interests to all real estate and other property owned by
the Partnership shall continue to be owned by the converted entity in its new organizational
form without reversion or impairment, without further act or deed, and



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without any transfer or assignment having occurred, but subject to any existing liens
or other encumbrances thereon;




     (iii) all liabilities and obligations of the Partnership shall continue to be
liabilities and obligations of the converted entity in its new organizational form without
impairment or diminution by reason of the conversion;




     (iv) all rights of creditors or other parties with respect to or against the prior
interest holders or other owners of the Partnership in their capacities as such in existence
as of the effective time of the conversion will continue in existence as to those
liabilities and obligations and may be pursued by such creditors and obligees as if the
conversion did not occur;




     (v) a proceeding pending by or against the Partnership or by or against any of Partners
in their capacities as such may be continued by or against the converted entity in its new
organizational form and by or against the prior partners without any need for substitution
of parties; and




     (vi) the Partnership Securities that are to be converted into partnership interests,
            shares, evidences of ownership, or other securities in the converted entity as provided in
the Plan of Conversion or certificate of conversion shall be so converted, and Partners
shall be entitled only to the rights provided in the Plan of Conversion or certificate of
conversion.



     (c) A merger, consolidation or conversion effected pursuant to this Article shall not be
deemed to result in a transfer or assignment of assets or liabilities from one entity to another.



ARTICLE XV




RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS





			
	Section 15.1	 	Right to Acquire Limited Partner Interests.





     (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner
and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then
Outstanding, the General Partner shall then have the right, which right it may assign and transfer
in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its
option, to purchase all, but not less than all, of such Limited Partner Interests of such class
then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater
of (x) the Current Market Price as of the date three days prior to the date that the notice
described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any
of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day
period preceding the date that the notice described in Section 15.1(b) is mailed.



     (b) If the General Partner, any Affiliate of the General Partner or the Partnership elects to
exercise the right to purchase Limited Partner Interests granted pursuant to Section 15.1(a), the
General Partner shall deliver to the Transfer Agent notice of such election to



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purchase (the “Notice of Election to Purchase”) and shall cause the Transfer Agent to mail a
copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of
such class (as of a Record Date selected by the General Partner) at least 10, but not more than 60,
days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published for a
period of at least three consecutive days in at least two daily newspapers of general circulation
printed in the English language and published in the Borough of Manhattan, New York. The Notice of
Election to Purchase shall specify the Purchase Date and the price (determined in accordance with
Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General
Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited
Partner Interests, upon surrender of Certificates representing such Limited Partner Interests in
exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may
specify, or as may be required by any National Securities Exchange on which such Limited Partner
Interests are listed. Any such Notice of Election to Purchase mailed to a Record Holder of Limited
Partner Interests at his address as reflected in the records of the Transfer Agent shall be
conclusively presumed to have been given regardless of whether the owner receives such notice. On
or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case
may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate
purchase price of all of such Limited Partner Interests to be purchased in accordance with this
Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at
least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit
described in the preceding sentence has been made for the benefit of the holders of Limited Partner
Interests subject to purchase as provided herein, then from and after the Purchase Date,
notwithstanding that any Certificate shall not have been surrendered for purchase, all rights of
the holders of such Limited Partner Interests (including any rights pursuant to Articles IV, V, VI,
and XII) shall thereupon cease, except the right to receive the purchase price (determined in
accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon
surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests,
and such Limited Partner Interests shall thereupon be deemed to be transferred to the General
Partner, its Affiliate or the Partnership, as the case may be, on the record books of the Transfer
Agent and the Partnership, and the General Partner or any Affiliate of the General Partner, or the
Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner
Interests from and after the Purchase Date and shall have all rights as the owner of such Limited
Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to
Articles IV, V, VI and XII).




     (c) At any time from and after the Purchase Date, a holder of an Outstanding Limited Partner
Interest subject to purchase as provided in this Section 15.1 may surrender his Certificate
evidencing such Limited Partner Interest to the Transfer Agent in exchange for payment of the
amount described in Section 15.1(a), therefor, without interest thereon.



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ARTICLE XVI




GENERAL PROVISIONS





			
	Section 16.1	 	Addresses and Notices; Written Communications.





     (a) Any notice, demand, request, report or proxy materials required or permitted to be given
or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given
or made when delivered in person or when sent by first class United States mail or by other means
of written communication to the Partner or Assignee at the address described below. Any notice,
payment or report to be given or made to a Partner or Assignee hereunder shall be deemed
conclusively to have been given or made, and the obligation to give such notice or report or to
make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such
notice, payment or report to the Record Holder of such Partnership Securities at his address as
shown on the records of the Transfer Agent or as otherwise shown on the records of the Partnership,
regardless of any claim of any Person who may have an interest in such Partnership Securities by
reason of any assignment or otherwise. An affidavit or certificate of making of any notice, payment
or report in accordance with the provisions of this Section 16.1 executed by the General Partner,
the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or
making of such notice, payment or report. If any notice, payment or report addressed to a Record
Holder at the address of such Record Holder appearing on the books and records of the Transfer
Agent or the Partnership is returned by the United States Postal Service marked to indicate that
the United States Postal Service is unable to deliver it, such notice, payment or report and any
subsequent notices, payments and reports shall be deemed to have been duly given or made without
further mailing (until such time as such Record Holder or another Person notifies the Transfer
Agent or the Partnership of a change in his address) if they are available for the Partner or
Assignee at the principal office of the Partnership for a period of one year from the date of the
giving or making of such notice, payment or report to the other Partners and Assignees. Any notice
to the Partnership shall be deemed given if received by the General Partner at the principal office
of the Partnership designated pursuant to Section 2.3. The General Partner may rely and shall be
protected in relying on any notice or other document from a Partner, Assignee or other Person if
believed by it to be genuine.



     (b) The terms “in writing”, “written communications,” “written notice” and words of similar
import shall be deemed satisfied under this Agreement by use of e-mail and other forms of
electronic communication.




			
	Section 16.2	 	Further Action.





     The parties shall execute and deliver all documents, provide all information and take or
refrain from taking action as may be necessary or appropriate to achieve the purposes of this
Agreement.




			
	Section 16.3	 	Binding Effect.





     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives and permitted assigns.




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	Section 16.4	 	Integration.





     This Agreement constitutes the entire agreement among the parties hereto pertaining to the
subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.




			
	Section 16.5	 	Creditors.





     None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable
by, any creditor of the Partnership.




			
	Section 16.6	 	Waiver.





     No failure by any party to insist upon the strict performance of any covenant, duty, agreement
or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.




			
	Section 16.7	 	Counterparts.





     This Agreement may be executed in counterparts, all of which together shall constitute an
agreement binding on all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart. Each party shall become bound by this
Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a
Unit, upon accepting the certificate evidencing such Unit or executing and delivering a Transfer
Application as herein described, independently of the signature of any other party.




			
	Section 16.8	 	Applicable Law.





     This Agreement shall be construed in accordance with and governed by the laws of the State of
Delaware, without regard to the principles of conflicts of law.




			
	Section 16.9	 	Invalidity of Provisions.





     If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not be affected thereby.




			
	Section 16.10	 	Consent of Partners.





     Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is
specified that an action may be taken upon the affirmative vote or consent of less than all of the
Partners, such action may be so taken upon the concurrence of less than all of the Partners and
each Partner shall be bound by the results of such action.




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	Section 16.11	 	Facsimile Signatures.





     The use of facsimile signatures affixed in the name and on behalf of the transfer agent and
registrar of the Partnership on certificates representing Common Units is expressly permitted by
this Agreement.




			
	Section 16.12	 	Third-Party Beneficiaries.





     Each Partner agrees that any Indemnitee shall be entitled to assert rights and remedies
hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement
affording a right, benefit or privilege to such Indemnitee.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	 	GENERAL PARTNER:
	 
	 	 	 	 
	 	 	ENCORE ENERGY PARTNERS GP LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Jon S. Brumley 
	 

	 	 	 	 
	 

	 	 	 	Jon S. Brumley
	 

	 	 	 	Chief Executive Officer and President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	LIMITED PARTNERS:
	 
	 	 	 	 
	 	 	ENCORE PARTNERS LP HOLDINGS LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Jon S. Brumley 
	 

	 	 	 	 
	 

	 	 	 	Jon S. Brumley
	 

	 	 	 	President
	 
	 	 	 	 
	 
	 	/s/ I. Jon Brumley 
	 	 	 
	 	 	I. Jon Brumley
	 
	 	 	 	 
	 
	 	/s/ Jon S. Brumley
	 	 	 
	 	 	Jon S. Brumley
	 
	 	 	 	 
	 
	 	/s/ Robert C. Reeves 
	 	 	 
	 	 	Robert C. Reeves
	 
	 	 	 	 
	 
	 	/s/ L. Ben Nivens 
	 	 	 
	 	 	L. Ben Nivens
	 
	 	 
	 
	 	/s/ John W. Arms 
	 	 	 
	 	 	John W. Arms






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EXHIBIT A

to the First Amended and Restated

Agreement of Limited Partnership of

Encore Energy Partners LP




Certificate Evidencing Common Units

Representing Limited Partner Interests in

Encore Energy Partners LP




			
	No.                     
	 	                     Common Units






     In accordance with Section 4.1 of the First Amended and Restated Agreement of Limited
Partnership of Encore Energy Partners LP, as amended, supplemented or restated from time to time
(the “Partnership Agreement”), Encore Energy Partners LP, a Delaware limited partnership (the
“Partnership”), hereby certifies that                                         
(the “Holder”) is the registered owner of
                                         Common Units representing limited partner interests in the Partnership (the
“Common Units”) transferable on the books of the Partnership, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed and accompanied by a properly
executed application for transfer of the Common Units represented by this Certificate. The rights,
preferences and limitations of the Common Units are set forth in, and this Certificate and the
Common Units represented hereby are issued and shall in all respects be subject to the terms and
provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and
will be furnished without charge on delivery of written request to the Partnership at, the
principal office of the Partnership located at 777 Main Street, Suite 1400, Fort Worth, Texas
76102. Capitalized terms used herein but not defined shall have the meanings given them in the
Partnership Agreement.



     The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and
agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have
executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right,
power and authority and, if an individual, the capacity necessary to enter into the Partnership
Agreement and is an Eligible Holder, (iii) granted the powers of attorney provided for in the
Partnership Agreement and (iv) made the waivers and given the consents and approvals contained in
the Partnership Agreement.



     THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENCORE ENERGY PARTNERS LP THAT
THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER
WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF
THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF
ENCORE ENERGY PARTNERS LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ENCORE ENERGY
PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN
ENTITY FOR FEDERAL



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INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). ENCORE ENERGY PARTNERS
GP LLC, THE GENERAL PARTNER OF ENCORE ENERGY PARTNERS LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE
TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY
TO AVOID A SIGNIFICANT RISK OF ENCORE ENERGY PARTNERS LP BECOMING TAXABLE AS A CORPORATION OR
OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET
FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED
INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR
ADMITTED TO TRADING.




     This Certificate shall not be valid for any purpose unless it has been countersigned and
registered by the Transfer Agent and Registrar.



	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	 	 	Encore Energy Partners LP
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Countersigned and Registered by:	 	 	 	By:	 	     Encore Energy Partners GP LLC,
	 

	 	 	 	 	 	 	 	     its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 
	as Transfer Agent and Registrar	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Signature
	 	 	 	 	 	     Secretary






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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP





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[Reverse of Certificate]




ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as follows according to applicable laws or regulations:





	 	 	 
	TEN COM -

	 	as tenants in common
	TEN ENT -

	 	as tenants by the entireties
	 
	 	 
	JT TEN -

	 	as joint tenants with right of survivorship and not as tenants in common









UNIF GIFT MIN ACT

                     Custodian                                         

(Cust)                                        (Minor)

under Uniform Gifts to

Minors Act                     

                         (State)









     Additional abbreviations, though not in the above list, may also be used.



ASSIGNMENT OF COMMON UNITS

IN

ENCORE ENERGY PARTNERS LP




     FOR VALUE RECEIVED,                      hereby assigns, conveys, sells and transfers unto




 




(Please print or typewrite name




and address of Assignee)






 




(Please insert Social Security or other




identifying number of Assignee)








                     Common Units representing limited partner interests evidenced by this Certificate,
subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint                     
as its attorney-in-fact with full power of substitution to transfer the same on the books of Encore
Energy Partners LP.






	 	 	 
	Date:
	 	 
	 

	 	 









	 	 	 
	NOTE

	 	The signature to any
endorsement hereon must
correspond with the name as
written upon the face of this
Certificate in every
particular, without alteration,
enlargement or change.











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THE SIGNATURE(S) MUST BE

GUARANTEED BY AN ELIGIBLE

GUARANTOR INSTITUTION (BANKS,

STOCKBROKERS, SAVINGS AND LOAN

ASSOCIATIONS AND CREDIT UNIONS

WITH MEMBERSHIP IN AN APPROVED

SIGNATURE GUARANTEE MEDALLION

PROGRAM), PURSUANT TO S.E.C.

RULE 17A(d)-15



 






 




(Signature)




 




 



 




(Signature)









     No transfer of the Common Units evidenced hereby will be registered on the books of the
Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered
for registration or transfer and an Application for Transfer of Common Units has been executed by a
transferee either (a) on the form set forth below or (b) on a separate application that the
Partnership will furnish on request without charge. A transferor of the Common Units shall have no
duty to the transferee with respect to execution of the transfer application in order for such
transferee to obtain registration of the transfer of the Common Units.




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APPLICATION FOR TRANSFER OF COMMON UNITS




     Transferees of Common Units must execute and deliver this application to Encore Energy
Partners LP, c/o Encore Energy Partners GP LLC, 777 Main Street, Suite 1400, Fort Worth, Texas
76102; Attn: Chief Financial Officer, to be admitted as limited partners to Encore Energy Partners
LP.



     The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the
Common Units evidenced hereby and hereby certifies to Encore Energy Partners LP (the “Partnership”)
that the Assignee (including to the best of Assignee’s knowledge, any person for whom the Assignee
will hold the Common Units) is an Eligible Holder.1



     The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with
and be bound by, and hereby executes, the First Amended and Restated Agreement of Limited
Partnership of Encore Energy Partners LP, as amended, supplemented or restated to the date hereof
(the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power
and authority and, if an individual, the capacity necessary to enter into the Partnership
Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be
appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear
to, acknowledge and file any document, including the Partnership Agreement and any amendment
thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto,
necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a
party to the Partnership Agreement, (d) gives the powers of attorney provided for in the
Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained in
the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such
terms in the Partnership Agreement.



Date:                                        




	 	 	 
	 
	 	 
	Social Security or other identifying number 

of Assignee
	 	Signature of Assignee
	 	 	 
	 
	 	 
	Purchase Price including commissions, if any
	 	Name and Address of Assignee






Type of Entity (check one):




	 	 	 	 	 
	o Individual
	 	o Partnership
	 	o Corporation








 




			
	1	 	The term Eligible Holder means a person or
entity qualified to hold an interest in oil and gas leases on federal lands. As
of the date hereof, Eligible Holder means: (1) a citizen of the United States;
(2) a corporation organized under the laws of the United States or of any state
thereof; (3) a public body, including a municipality; or (4) an association of
United States citizens, such as a partnership or limited liability company,
organized under the laws of the United States or of any state thereof, but only
if such association does not have any direct or indirect foreign ownership,
other than foreign ownership of stock in a parent corporation organized under
the laws of the United States or of any state thereof. For the avoidance of
doubt, onshore mineral leases or any direct or indirect interest therein may be
acquired and held by aliens only through stock ownership, holding or control in
a corporation organized under the laws of the United States or of any state
thereof.





ENCORE ENERGY PARTNERS LP

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




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	o Trust

	 	o Other (specify)





Nationality (check one):




	 	 	 
	o U.S. Citizen, Resident or Domestic Entity
	 
	 	 
	o Foreign Corporation

	 	o Non-resident Alien






     If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification
must be completed.



     Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the
Partnership must withhold tax with respect to certain transfers of property if a holder of an
interest in the Partnership is a foreign person. To inform the Partnership that no withholding is
required with respect to the undersigned interestholder’s interest in it, the undersigned hereby
certifies the following (or, if applicable, certifies the following on behalf of the
interestholder).



     Complete Either A or B:




	A.	 	Individual Interestholder






	 	1.	 	I am not a non-resident alien for purposes of U.S. income taxation.
	 
	 	2.	 	My U.S. taxpayer identification number (Social Security Number) is                     .
	 
	 	3.	 	My home address is .






	B.	 	Partnership, Corporation or Other Interestholder






	 	1.	 	                                         is not a foreign corporation, foreign partnership, foreign
trust (Name of Interestholder) or foreign estate (as those terms are defined in the
Code and Treasury Regulations).
	 
	 	2.	 	The interestholder’s U.S. employer identification number is                                         .
	 
	 	3.	 	The interestholder’s office address and place of incorporation (if applicable)
is                     .





     The interestholder agrees to notify the Partnership within ten (10) days of the date the
interestholder becomes a foreign person.



     The interestholder understands that this certificate may be disclosed to the Internal Revenue
Service by the Partnership and that any false statement contained herein could be punishable by
fine, imprisonment or both.



     Under penalties of perjury, I declare that I have examined this certification and to the best
of my knowledge and belief it is true, correct and complete and, if applicable, I further declare
that I have authority to sign this document on behalf of:



ENCORE ENERGY PARTNERS LP

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP




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Name of Interestholder




 





Signature and Date




 





Title (if applicable)




     Note: If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other
nominee holder or an agent of any of the foregoing, and is holding for the account of any other
person, this application should be completed by an officer thereof or, in the case of a broker or
dealer, by a registered representative who is a member of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc., or, in the case of any other
nominee holder, a person performing a similar function. If the Assignee is a broker, dealer, bank,
trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the
above certification as to any person for whom the Assignee will hold the Common Units shall be made
to the best of the Assignee’s knowledge.



ENCORE ENERGY PARTNERS LP

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP





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