exhibit10_2.htm


    EXHIBIT
10.2


      SECOND
AMENDMENT

      TO

      AGREEMENT OF LIMITED
PARTNERSHIP

      OF

      EPE UNIT II, L.P.

      Dated as
of

      July 1,
2008

       

      This
Second Amendment (this “Amendment”) to the
Agreement of Limited Partnership dated as of December 5, 2006 (as previously
amended, the “Partnership
Agreement”) of EPE Unit II, L.P., a Delaware limited partnership (the
“Partnership”),
is made and entered into effective as of July 1, 2008, pursuant to the terms of
the Partnership Agreement and in accordance with Section 12.05
thereof.

       

       Section
1. AMENDMENTS.

       

      (a) Section 1.01.
Section 1.01 is hereby amended to amend and restate the following
definitions:

       

      “Class A Preference
Return Rate” means (i) from December 5, 2006 until June 30, 2008, 6-1/4%
per annum, and (ii) from July 1, 2008 and thereafter, a floating preference rate
to be determined by the General Partner, in its sole discretion, not less than
annually on or prior to the date on which any annual tax allocations are
required to be determined in accordance with the Partnership Agreement, that
will be no less than 4.5% and no greater than 5.725% per annum, in each case
divided by 365 or 366 days, as the case may be during such calendar
year.

      


      (b) Section 11.01.
Paragraph (b) of Section 11.01 is hereby amended and restated as
follows:

      


       (b)
unless otherwise agreed to by the General Partner, the Class A Limited Partner
and a Required Interest,  February 10, 2014;

       

      Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressly modified and
amended herein, all of the terms and conditions of the Partnership Agreement
shall remain in full force and effect.

       

      Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING
ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR
CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER
JURISDICTION.

       

      [Signature Page
Follows]

       

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the General Partner has executed this Agreement as of the date
first set forth above.

       

      
        	 
      	 
      	 
      	 
      	 
      
	
                GENERAL
      PARTNER:  

              	
                EPCO,
      INC.

                 

              	 
      
	 
      	
                By:  

              	
                      /s/ W.
      Randall
      Fowler                     
      

              
	 
      	 
      	
                W.
      Randall Fowler 

              	 
      
	 
      	 
      	
                President and Chief Executive
      Officer 

              	 
      
	 
      


      

       

      
        	 
      	 
      	 
      	 
      	 
      
	
                CLASS A LIMITED
      PARTNER:  

              	
                DUNCAN
      FAMILY INTERESTS, INC.

                 

              	 
      
	 
      	
                By:  

              	
                     /s/ Michael
      G.
      Morgan                      
      

              
	 
      	 
      	
                Michael
      G. Morgan 

              	 
      
	 
      	 
      	
                President 

              	 
      
	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


      

       

       

      
        	
                CLASS B LIMITED
      PARTNER:

              	
                Representing
      the Class B Limited Partner of the Partnership, pursuant to a Power
      of Attorney executed in favor of, and granted and delivered to the General
      Partner

                 

                By:  
      EPCO, INC.

                (As
      attorney-in-fact for the Class B Limited

                Partner
      pursuant to powers of attorney)

                 

                By:         /s/ W.
      Randall
      Fowler                               
      

                         W.
      Randall Fowler

                         President
      and Chief Executive
Officer 

              


      

       

      


      


      


      


      


      


      Second Amendment to Agreement of
Limited Partnership of EPE Unit II, L.P.