AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT AMONG ENCORE ENERGY PARTNERS GP LLC, ENCORE ENERGY PARTNERS LP, ENCORE ENERGY PARTNERS OPERATING LLC, ENCORE OPERATING, L.P. AND ENCORE ACQUISITION COMPANYAdministrative Services Agreement • September 21st, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT is entered into on September 17, 2007, and effective as of March 7, 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”), Encore Operating, L.P., a Texas limited partnership (“Encore Operating”), and Encore Acquisition Company, a Delaware corporation (“EAC” and collectively with the General Partner, the Partnership, the Operating Company and Encore Operating, the “Parties” and each, a “Party”), and amends and restates in its entirety the Administrative Services Agreement dated as of March 7, 2007.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENCORE ENERGY PARTNERS LPUnderwriting Agreement • September 21st, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENCORE ENERGY PARTNERS LP dated as of September 17, 2007, is entered into by and among Encore Energy Partners GP LLC, a Delaware limited liability company, as the General Partner, and the other parties hereto, as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein, and amends and restates in its entirety the Agreement of Limited Partnership of Encore Energy Partners LP dated as of February 13, 2007, as amended and restated by the First Amended and Restated Agreement of Limited Partnership of Encore Energy Partners LP dated as of May 10, 2007. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG ENCORE ACQUISITION COMPANY, ENCORE OPERATING, L.P., ENCORE PARTNERS GP HOLDINGS LLC, ENCORE PARTNERS LP HOLDINGS LLC, ENCORE ENERGY PARTNERS GP LLC, ENCORE ENERGY PARTNERS LP AND ENCORE ENERGY...Contribution, Conveyance and Assumption Agreement • September 21st, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • Texas
This Contribution, Conveyance and Assumption Agreement, dated effective as of September 17, 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 Partners GP Holdings LLC, a Delaware limited liability company (“GP Holdings”), Encore Partners LP Holdings LLC, a Delaware limited liability company (“LP Holdings”), 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.
