Amendment No. 2 to Limited Liability Company Agreement of Encore Energy Partners GP LLC
Exhibit 3.1
Encore Partners GP Holdings LLC, a Delaware limited liability company (the “Member”),
effective as of December 28, 2010, acting in its capacity as the sole member of Encore Energy
Partners GP LLC, a Delaware limited liability company (the “Company”), hereby amends the Limited
Liability Company Agreement of the Company, dated effective as of February 13, 2007, as the same
was amended by Amendment No. 1 effective August 30, 2010 (the “LLC Agreement”), as follows:
1. Article I of the LLC Agreement is amended to amend the definition of “Member” to read in its
entirety as follows:
“Member” has the meaning set forth in Section 3.1.
2. Article I of the LLC Agreement is amended to add the definition of “Member Interests” to read in
its entirety as follows:
“Member Interests” has the meaning set forth in Section 3.1.
3. Section 3.1 of the LLC Agreement is amended to read in its entirety as follows:
3.1 Member; Member Interests. Encore Partners GP Holdings LLC, a Delaware limited
liability company (the “Member”), is the sole member of the Company. The Member’s place of
business is 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000. The Member holds 100%
of the member interests in the Company (the “Member Interests”).
4. The LLC Agreement is amended to add a new Section 3.2, to read in its entirety as follows:
3.2 Transfer of Member Interests. The Member may assign and transfer the Member
Interests to a Person who assumes and agrees to pay, perform and discharge when due all of
the Member’s obligations, duties and liabilities under this Agreement from and after the
consummation of such assignment and transfer. From and after the consummation of such
assignment and transfer, the assignee will be admitted as the member of the Company, with
the right to participate in the management of the business and affairs, and to exercise the
rights and powers of a member, of the Company, and the assigning Member will cease to be
the member of the Company, and cease to have or exercise any right or power as a member of
the Company, except for the rights of indemnification as provided by this Agreement and the
Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners, LP,
as amended. The assignment and transfer of the Member Interests, the admission of the
assignee as a member of the Company, and the assigning Member ceasing to be a member of the
Company, will not dissolve the Company, and the Company will continue without
dissolution subsequent to such assignment and transfer.
5. Except as expressly modified and amended herein, all of the terms and conditions of the LLC
Agreement shall remain in full force and effect.
6. This Amendment No. 2 will be governed by and construed in accordance with the laws of the State
of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, the Member has executed this Amendment No. 2 as of the date first set
forth above.
| ENCORE PARTNERS GP HOLDINGS LLC, a Delaware limited liability company |
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| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Chief Executive Officer | |||
