exhibit10_1.htm


    EXHIBIT
10.1

    
 

    SECOND
AMENDMENT

    TO

    AGREEMENT OF LIMITED
PARTNERSHIP

    OF

    EPE UNIT L.P.

    Dated as
of

    July 1,
2008

     

    This
Second Amendment (this “Amendment”) to the
Agreement of Limited Partnership dated as of August 23, 2005 (as subsequently
amended, the “Partnership
Agreement”) of EPE Unit 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 August 23, 2005 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,  November 9, 2012;

     

    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
      PARTNERS:

            	
              Representing
      a majority of Class B Limited Partners of the Partnership, pursuant
      to Powers 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

              Partners
      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 L.P.