exv4w3






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
May 1, 2008, by and between ENCORE ENERGY PARTNERS LP a Delaware limited partnership
(“ENP”), and CAMP COLORADO INVESTMENTS, L.P., a Texas limited partnership (the
“Seller”).



     WHEREAS, this Agreement is made in connection with the closing of the transactions
contemplated by that certain Purchase and Sale Agreement, dated as of May 1, 2008 (the
“Purchase and Sale Agreement”), by and among ENP, Seller and the other parties signatory
thereto and the issuance and sale of common units representing limited partner interests in ENP
(“Common Units”) pursuant to the Purchase and Sale Agreement;



     WHEREAS, ENP has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of the Seller (and its assigns) pursuant to the Purchase and Sale
Agreement; and



     WHEREAS, it is a condition to the Closing of the transactions contemplated by the Purchase and
Sale Agreement that this Agreement be executed and delivered.



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each party hereto, the parties hereby agree as follows:



ARTICLE I.

DEFINITIONS




     Section 1.1 Definitions. The terms set forth below are used herein as so defined:



          “Affiliate” means, with respect to a specified Person, any other Person, directly or
indirectly controlling, controlled by or under direct or indirect common control with such
specified Person. For purposes of this definition, “control” (including, with correlative
meanings, “controlling”, “controlled by”, and “under common control with”) means the power to
direct or cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise.




          “Closing” has the meaning set forth in the Purchase and Sale Agreement.




          “Closing Common Units” means the Common Units received by the Seller pursuant to the
Purchase and Sale Agreement.




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




          “Common Units” has the meaning set forth in the recitals to this Agreement.




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          “Effectiveness Period” has the meaning specified therefor in Section 2.1(a) of
this Agreement.




          “ENP” has the meaning specified therefor in the introductory paragraph of this
Agreement.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder.




          “Holder” means the record holder of any Registrable Securities.




          “Losses” has the meaning specified therefor in Section 2.6(a) of this
Agreement.




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




          “Purchase and Sale Agreement” has the meaning specified therefor in the Recitals of
this Agreement.




          “Registrable Securities” means the Closing Common Units, all of which are subject to
the rights provided herein until such rights terminate pursuant to the provisions hereof.




          “Registration Expenses” has the meaning specified therefor in Section 2.5 of
this Agreement.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Seller” has the meaning specified therefor in the introductory paragraph of this
Agreement.




          “Selling Expenses” has the meaning specified therefor in Section 2.5 of this
Agreement.




          “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.




          “Shelf Registration Statement” means a registration statement under the Securities Act
to permit the resale of the Registrable Securities from time to time as permitted by Rule 415 of
the Securities Act (or any similar provision then in force under the Securities Act).




     Section 1.2 Registrable Securities. Any Registrable Security will cease to be a Registrable Security
when (a) a registration statement covering such Registrable Security has been declared effective by
the Commission and such Registrable Security has been sold or disposed of pursuant to such
effective registration statement; (b) such Registrable Security is capable of being disposed of
pursuant to any section of Rule 144 (or any similar provision then in force under the Securities
Act); (c) such Registrable Security is held by ENP or one of its



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subsidiaries; or (d) such Registrable Security has been sold in a private transaction in which the
transferor’s rights under this Agreement are not assigned to the transferee of such securities.



ARTICLE II.

REGISTRATION RIGHTS




     Section 2.1 Shelf Registration.



          (a) Shelf Registration. Within 150 days of the Closing, ENP shall prepare and file a
Shelf Registration Statement. ENP shall use its commercially reasonable efforts to cause the Shelf
Registration Statement to become effective no later than 240 days after the date of the Closing. A
Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such
appropriate registration form of the Commission as shall be selected by ENP. ENP will use its
commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this
Section 2.1(a) to be continuously effective under the Securities Act until all Registrable
Securities covered by the Shelf Registration Statement have been distributed in the manner set
forth and as contemplated in the Shelf Registration Statement or there are no longer any
Registrable Securities (the “Effectiveness Period”). The Shelf Registration Statement when
declared effective (including the documents incorporated therein by reference) will comply as to
form with all applicable requirements of the Securities Act and the Exchange Act and will not
contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. The Seller’s rights
(and any transferee’s rights pursuant to Section 2.8) under this Section 2.1 shall terminate when
such Registrable Securities become eligible for resale under Rule 144(b)(1) (or any similar
provision then in force under the Securities Act).




          (b) Delay Rights. Notwithstanding anything to the contrary contained herein, ENP may,
upon written notice to any Selling Holder whose Registrable Securities are included in the Shelf
Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the
Shelf Registration Statement (in which event the Selling Holder shall discontinue sales of the
Registrable Securities pursuant to the Shelf Registration Statement) if (i) ENP is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction and ENP determines in
good faith that ENP’s ability to pursue or consummate such a transaction would be materially
adversely affected by any required disclosure of such transaction in the Shelf Registration
Statement or (ii) ENP has experienced some other material non-public event the disclosure of which
at such time, in the good faith judgment of ENP, would materially adversely affect ENP; however, in
no event shall any delay pursuant hereto exceed 120 days in any calendar year. Upon disclosure of
such information or the termination of the condition described above, ENP shall provide prompt
notice to the Selling Holders whose Registrable Securities are included in the Shelf Registration
Statement, and shall promptly terminate any suspension of sales it has put into effect and shall
take such other actions to permit registered sales of Registrable Securities as contemplated in
this Agreement.




     Section 2.2 Sale Procedures. In connection with its obligations contained in Section 2.1,
ENP will, as expeditiously as possible:



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          (a) prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by the Shelf Registration Statement;




          (b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any amendment thereto, upon request, copies of
reasonably complete drafts of all such documents proposed to be filed (including exhibits and each
document incorporated by reference therein to the extent then required by the rules and regulations
of the Commission), and provide each such Selling Holder the opportunity to object to any
information pertaining to such Selling Holder and its plan of distribution that is contained
therein and make the corrections reasonably requested by such Selling Holder with respect to such
information prior to filing the Shelf Registration Statement or such amendment thereto, and (ii)
such number of copies of the Shelf Registration Statement and the prospectus included therein and
any supplements and amendments thereto as such Persons may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities covered by such Shelf
Registration Statement;




          (c) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement under the securities or blue sky
laws of such jurisdictions as the Selling Holders shall reasonably request, provided that ENP will
not be required to qualify generally to transact business in any jurisdiction where it is not then
required to so qualify or to take any action which would subject it to general service of process
in any such jurisdiction where it is not then so subject;




          (d) promptly notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of (i) the filing of the Shelf Registration
Statement or any prospectus or prospectus supplement to be used in connection therewith, or any
amendment or supplement thereto, and, with respect to such Shelf Registration Statement or any
post-effective amendment thereto, when the same has become effective; and (ii) any written comments
from the Commission with respect to any filing referred to in clause (i) and any written request by
the Commission for amendments or supplements to the Shelf Registration Statement or any prospectus
or prospectus supplement thereto;




          (e) immediately notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of (i) the happening of any event as a result of
which the prospectus or prospectus supplement contained in the Shelf Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; (ii) the issuance or threat of issuance by the Commission
of any stop order suspending the effectiveness of the Shelf Registration Statement, or the
initiation of any proceedings for that purpose; or (iii) the receipt by ENP of any notification
with respect to the suspension of the qualification of any Registrable Securities for sale under
the applicable securities or blue sky laws of any jurisdiction. Following the provision of such
notice, ENP agrees to as promptly as practicable amend or supplement the prospectus or prospectus
supplement or take other appropriate action so that the prospectus or



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prospectus supplement does not include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing and to take such other action as is
necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;




          (f) upon request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence with the
Commission or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to such offering of
Registrable Securities;




          (g) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission;




          (h) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of ENP to enable the Selling Holders to consummate the
disposition of such Registrable Securities;




          (i) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement; and




          (j) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders, if any, in order to expedite or facilitate the disposition of such Registrable
Securities.




          Each Selling Holder, upon receipt of notice from ENP of the happening of any event of the kind
described in subsection (e) of this Section 2.2, shall forthwith discontinue disposition of
the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by subsection (e) of this Section 2.2 or until it is
advised in writing by ENP that the use of the prospectus may be resumed, and has received copies of
any additional or supplemental filings incorporated by reference in the prospectus, and, if so
directed by ENP, such Selling Holder will deliver to ENP (at ENP’s expense) all copies in their
possession or control, other than permanent file copies then in such Selling Holder’s possession,
of the prospectus covering such Registrable Securities current at the time of receipt of such
notice.




     Section 2.3 Cooperation by Holders. ENP shall have no obligation to include in the Shelf
Registration Statement units of a Holder who has failed to timely furnish such information which,
in the opinion of counsel to ENP, is reasonably required in order for the registration statement or
prospectus supplement, as applicable, to comply with the Securities Act.



     Section 2.4 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of
Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any
public sale or distribution of the Registrable Securities during the 90 calendar day period
beginning on the date of a prospectus supplement filed with the Commission with respect to the
pricing of an underwritten offering by ENP, provided that the duration of the foregoing
restrictions shall be no longer than the duration of the shortest restriction generally imposed by



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the underwriters on the officers or directors or any other unitholder of ENP on whom a
restriction is imposed.



     Section 2.5 Expenses. ENP will pay all reasonable Registration Expenses in connection
with the Shelf Registration Statement. “Registration Expenses” means all expenses incident to
ENP’s performance under or compliance with this Agreement to effect the registration of Registrable
Securities in a Shelf Registration pursuant to Section 2.1, and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange listing and New York
Stock Exchange fees, all registration, filing, qualification and other fees and expenses of
complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority,
transfer taxes and fees of transfer agents and registrars, all word processing, duplicating and
printing expenses, the fees and disbursements of counsel and independent public accountants for
ENP, including the expenses of any special audits or “cold comfort” letters required by or incident
to such performance and compliance. Except as otherwise provided in Section 2.6 hereof,
ENP shall not be responsible for legal fees incurred by Holders in connection with the exercise of
such Holders’ rights hereunder. In addition, ENP shall not be responsible for any “Selling
Expenses,” which means all discounts and selling commissions allocable to the sale of the
Registrable Securities. Each Selling Holder shall pay all Selling Expenses in connection with any
sale of its Registrable Securities.



     Section 2.6 Indemnification.



          (a) By ENP. In the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, ENP will indemnify and hold harmless each Selling Holder
thereunder, its directors and officers and each Person, if any, who controls such Selling Holder
within the meaning of the Securities Act and the Exchange Act, against any losses, claims, damages,
expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively,
“Losses”), joint or several, to which such Selling Holder or controlling Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained in the Shelf
Registration Statement, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder, its directors and officers and each such
controlling Person for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Loss or actions or proceedings; provided,
however, that ENP will not be liable in any such case if and to the extent that any such
Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished by such Selling Holder or such
controlling Person in writing specifically for use in the Shelf Registration Statement, or
prospectus supplement, as applicable. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Selling Holder or any such director,
officer or controlling Person, and shall survive the transfer of such securities by such Selling
Holder.




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          (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless ENP, its directors and officers, and each Person, if any, who controls
ENP within the meaning of the Securities Act or of the Exchange Act to the same extent as the
foregoing indemnity from ENP to the Selling Holders, but only with respect to information regarding
such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for
inclusion in the Shelf Registration Statement or prospectus supplement relating to the Registrable
Securities, or any amendment or supplement thereto; provided, however, that the
liability of each Selling Holder shall not be greater in amount than the dollar amount of the
proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the
Registrable Securities giving rise to such indemnification.




          (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.6. In any action
brought against any indemnified party, it shall notify the indemnifying party of the commencement
thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable
to such indemnified party under this Section 2.6 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, however,
that, (i) if the indemnifying party has failed to assume the defense and employ counsel or (ii) if
the defendants in any such action include both the indemnified party and the indemnifying party and
counsel to the indemnified party shall have concluded that there may be reasonable defenses
available to the indemnified party that are different from or additional to those available to the
indemnifying party, or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, then the indemnified party shall have the
right to select a separate counsel and to assume such legal defense and otherwise to participate in
the defense of such action, with the reasonable expenses and fees of such separate counsel and
other reasonable expenses related to such participation to be reimbursed by the indemnifying party
as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall
settle any action brought against it with respect to which it is entitled to indemnification
hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no
liability or obligation on, and includes a complete and unconditional release from all liability
of, the indemnifying party.




          (d) Contribution. If the indemnification provided for in this Section 2.6 is
held by a court or government agency of competent jurisdiction to be unavailable to ENP or any
Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses as between ENP on the one hand
and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative
fault of ENP on the one hand and of such Selling Holder on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other relevant



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equitable considerations; provided, however, that in no event shall such
Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of
proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable
Securities giving rise to such indemnification. The relative fault of ENP on the one hand and each
Selling Holder on the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact has been made by, or relates to, information supplied by such party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this paragraph were to be determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable considerations referred to
in the first sentence of this paragraph. The amount paid by an indemnified party as a result of
the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal
and other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any Loss which is the subject of this paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who is not guilty of such fraudulent misrepresentation.




          (e) Other Indemnification. The provisions of this Section 2.6 shall be in
addition to any other rights to indemnification or contribution which an indemnified party may have
pursuant to law, equity, contract or otherwise.




     Section 2.7 Rule 144 Reporting. With a view to making available the benefits of certain rules and
regulations of the Commission that may permit the sale of the Registrable Securities to the public
without registration, ENP agrees to use its commercially reasonable efforts to:



          (a) Make and keep public information regarding ENP available, as those terms are understood
and defined in Rule 144 of the Securities Act, at all times from and after the date hereof;




          (b) File with the Commission in a timely manner all reports and other documents required of
ENP under the Securities Act and the Exchange Act at all times from and after the date hereof; and




          (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon
request a copy of the most recent annual or quarterly report of ENP, and such other reports and
documents so filed as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities without registration.




     Section
2.8 Transfer or Assignment of Registration Rights. The rights to cause ENP to register
Registrable Securities granted to the Seller by ENP under this Article II may be transferred or
assigned by the Seller to one or more transferee(s) or assignee(s) of such Registrable Securities,
provided that (a) such transferee is an Affiliate of the Seller, (b) ENP is given written notice
prior to any said transfer or assignment, stating the name and address of each such transferee and
identifying the securities with respect to which such registration rights



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are being transferred or assigned, and (c) each such transferee assumes in writing
responsibility for its portion of the obligations of the Seller under this Agreement.



     Section
2.9 Lock-Up. Notwithstanding anything to the contrary in this Agreement, the Seller
agrees not to sell any of the Closing Common Units prior to the date that is 180 days after the
date hereof.



ARTICLE III.

MISCELLANEOUS




     Section 3.1 Communications. All notices and other communications provided for or permitted
hereunder shall be made in writing by facsimile, courier service or personal delivery:



          (a) if to the Seller, at the respective address set forth below, notice of which is given in
accordance with the provisions of this Section 3.1:



Camp Colorado Investments, L.P.

110 West Louisiana

Suite 500

Midland, Texas 79701

Attention: Herbert E. Ware, III;




          (b) if to a transferee of the Seller, to such Holder at the address provided pursuant to
Section 2.8 above, and




          (c) if to ENP, to Encore Energy Partners LP, 777 Main Street, Suite 1400, Fort Worth, Texas
76102, Attention: Kevin Treadway, notice of which is given in accordance with the provisions of
this Section 3.1.




          All such notices and communications shall be deemed to have been received at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by any other means.




     Section 3.2 Successor and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties, including subsequent Holders of Registrable
Securities to the extent permitted herein.



     Section 3.3 Assignment of Rights. Except as set forth in Section 2.8 hereof, no party may
assign any of its rights or delegate any of its obligations under this Agreement without the prior
written consent of the other parties.



     Section 3.4 Recapitalization, Exchanges, etc. Affecting the Common Units. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to any and all units of ENP
or any successor or assign of ENP (whether by merger, consolidation, sale of assets or otherwise)
which may be issued in respect of, in exchange for or in substitution of, the Registrable
Securities, and shall be appropriately adjusted for combinations, recapitalizations and the like
occurring after the date of this Agreement.



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     Section 3.5 Specific Performance. Damages in the event of breach of this Agreement by a party
hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such
Person, in addition to and without limiting any other remedy or right it may have, will have the
right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining
any such breach, and enforcing specifically the terms and provisions hereof, and each of the
parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction
or competence of the court to grant such an injunction or other equitable relief. The existence of
this right will not preclude any such Person from pursuing any other rights and remedies at law or
in equity which such Person may have.



     Section 3.6 Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.



     Section 3.7 Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.



     Section 3.8 Governing Law. The laws of the State of Delaware shall govern this Agreement without
regard to principles of conflict of laws.



     Section 3.9 Severability of Provisions. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof or
affecting or impairing the validity or enforceability of such provision in any other jurisdiction.



     Section 3.10 Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the rights granted by ENP set forth herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such subject matter.



     Section 3.11 Amendment. This Agreement may be amended only by means of a written amendment signed
by ENP and the Holders of a majority of the then outstanding Registrable Securities;
provided, however, that no such amendment shall materially and adversely affect the
rights of any Holder hereunder without the consent of such Holder.



     Section 3.12 No Presumption. In the event any claim is made by a party relating to any conflict,
omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be
implied by virtue of the fact that this Agreement was prepared by or at the request of a particular
party or its counsel.



[The remainder of this page is intentionally left blank.]




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



ENP:




ENCORE ENERGY PARTNERS LP




By: Encore Energy Partners GP LLC,

        its general partner




	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Kevin Treadway
 	 
	 	 	Kevin Treadway 	 
	 	 	Senior Vice President, Land 	 
	 



SELLER:




CAMP COLORADO INVESTMENTS, L.P.




By: Camp Colorado General Partner, LLC,

        its general partner




	 	 	 	 	 
	 	 	 
	 	By:  	                          /Herbert E. Ware, III
 	 
	 	 	Herbert E. Ware, III 	 
	 	 	Manager 	 
	 




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