exhibit10_3.htm


    EXHIBIT
10.3


      SECOND
AMENDMENT

      TO

      AGREEMENT OF LIMITED
PARTNERSHIP

      OF

      EPE UNIT III,
L.P.

      Dated as
of

      July 1,
2008

       

      This
Second Amendment (this “Amendment”) to the
Agreement of Limited Partnership dated as of May 7, 2007 (as subsequently
amended, the “Partnership
Agreement”) of EPE Unit III, 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 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,  May 9, 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
      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 III, L.P.