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EXHIBIT 10.2
DELEGATION OF CONTROL AGREEMENT
AMONG
KINDER XXXXXX X.X., INC.
XXXXXX XXXXXX MANAGEMENT, LLC
XXXXXX XXXXXX ENERGY PARTNERS, X.X.
XXXXXX XXXXXX OPERATING L.P. "A"
XXXXXX XXXXXX OPERATING L.P. "B"
XXXXXX XXXXXX OPERATING L.P. "C"
XXXXXX XXXXXX OPERATING L.P. "D"
AND
XXXXXX XXXXXX CO2 COMPANY, L.P.
This Delegation of Control Agreement (the "AGREEMENT") dated
_____________________, 2001 (the "EFFECTIVE DATE"), is among Kinder Xxxxxx X.X.,
Inc., a Delaware corporation (the "GENERAL PARTNER"), Xxxxxx Xxxxxx Management,
LLC, a Delaware limited liability company ("MANAGEMENT"), Xxxxxx Xxxxxx Energy
Partners, L.P., a Delaware limited partnership (the "MASTER PARTNERSHIP"),
Xxxxxx Xxxxxx Operating L.P. "A", a Delaware limited partnership ("OLP "A""),
Xxxxxx Xxxxxx Operating L.P. "B", a Delaware limited partnership ("OLP "B""),
Xxxxxx Xxxxxx L.P. "C", a Delaware limited partnership ("OLP "C""), Xxxxxx
Xxxxxx L.P. "D", a Delaware limited partnership ("OLP "D""), Xxxxxx Xxxxxx CO2
Company, L.P., a Texas limited partnership ("CO2" and together with XXX "X," XXX
"X," OLP "C," and OLP "D," the "OPERATING PARTNERSHIPS," and, together with the
Master Partnership, the "PARTNERSHIPS"). The General Partner is the sole general
partner of the Partnerships.
Capitalized terms used but not defined in this Agreement shall have the
meanings given to them in the Master Partnership's Third Amended and Restated
Agreement of Limited Partnership (the "MASTER PARTNERSHIP AGREEMENT").
References herein to the Master Partnership Agreement or any limited partnership
agreement of an Operating Partnership (an "OPERATING PARTNERSHIP AGREEMENT") in
a context that contemplates a future time shall mean the Master Partnership
Agreement or an Operating Partnership Agreement (collectively, the "PARTNERSHIP
AGREEMENTS") as amended or restated at the applicable time. Management is an
"INDEMNITEE" and an "AFFILIATE" of the Partnerships and the General Partner, as
each of those terms is defined in Article II of the Master Partnership Agreement
and in each of the Operating Partnership Agreements.
RECITALS:
The Partnerships and the General Partner wish to delegate to Management
all the General Partner's power and authority to manage and control the business
and affairs of the Partnerships to the fullest extent permitted under the
Partnership Agreements and Delaware law, subject to the terms and conditions of
this Agreement, and Management wishes to accept such delegation.
