FORM OF AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT AMONG ENCORE ENERGY PARTNERS GP LLC, ENCORE ENERGY PARTNERS LP, ENCORE ENERGY PARTNERS OPERATING LLC, AND ENCORE OPERATING, L.P.Administrative Services Agreement • June 18th, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of _________, 2007 (the “Effective Date”), among Encore Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), Encore Energy Partners LP, a Delaware limited partnership (the “Partnership”), Encore Energy Partners Operating LLC, a Delaware limited liability company (the “Operating Company”), and Encore Operating, L.P., a Texas limited partnership (“Encore Operating,” and collectively with the General Partner, the Partnership and the Operating Company, the “Parties” and each, a “Party”), and amends and restates in its entirety the Administrative Services Agreement dated as of March 7, 2007.
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG ENCORE ACQUISITION COMPANY, ENCORE OPERATING, L.P., ENCORE ENERGY PARTNERS GP LLC, ENCORE ENERGY PARTNERS LP AND ENCORE ENERGY PARTNERS OPERATING LLCConveyance and Assumption Agreement • June 18th, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • Texas
This Contribution, Conveyance and Assumption Agreement, dated as of ___, 2007, is entered into by and among Encore Acquisition Company, a Delaware corporation (“EAC”), Encore Operating, L.P., a Texas limited partnership (“Encore Operating”), Encore Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), Encore Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Encore Energy Partners Operating LLC, a Delaware limited liability company (“ENP Operating”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 18th, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • New York
Intercreditor Agreement (this “Agreement”), dated as of March 7, 2007, among BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Senior Representative”) for the Senior Creditors (as defined below), EAP OPERATING INC., together with its successors and assigns, (the “Subordinate Creditor”), ENCORE ENERGY PARTNERS OPERATING, LLC (together with its successors and permitted assigns, the “Borrower”) and each of the other Credit Parties (as defined below) party hereto.
