Exhibit 10.2
AMENDMENT NO. 1
TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
ENCORE ENERGY PARTNERS LP
This Amendment No. 1 (this
“Amendment No. 1”) to the First Amended and
Restated Agreement of Limited Partnership (the “Partnership
Agreement”) of Encore Energy Partners LP, a Delaware limited
partnership (the “Partnership”), is entered into
effective as of July 3, 2007 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.
In consideration of the covenants, conditions and agreements
contained herein, the parties hereto hereby agree as follows:
Section 1.
Amendments .
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(a) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“Anniversary
Date” means the first anniversary of the Conversion Date
of a Management Incentive Unit.
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(b) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“Conversion
Date” means the date that a Management Incentive Unit is
converted into Common Units pursuant to Section 5.10(e).
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(c) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“Excess
Allocations” has the meaning assigned to such term in
Section 6.1(c)(i)(B).
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(d) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“ Excess Available
Cash ” has the meaning assigned to such term in
Section 6.3(d).
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(e) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“ Issuance Date
” means any date following the Conversion Date and prior to
the Anniversary Date on which the Partnership issues additional
Partnership Securities.
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1
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(f) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“MIU Allocation
Limit” has the meaning assigned to such term in Section
6.1(c)(i)(B).
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(g) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“ MIU Conversion
Limit ” has the meaning assigned to such term in
Section 5.10(e).
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(h) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“ MIU Distribution
Limit ” has the meaning assigned to such term in Section
6.3(d).
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(i) |
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Section 1.1 of the
Partnership Agreement is hereby amended by inserting the following
in the appropriate alphabetic sequence:
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“ MIU Limits ”
has the meaning assigned to such term in
Section 5.10(i).
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(j) |
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The definition of “Common
Unit Equivalents” in Section 1.1 of the Partnership
Agreement is hereby amended in its entirety to read as
follows:
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“ Common Unit
Equivalents ” means the number of Common Units which a
Management Incentive Unit is considered to represent under
Section 5.10(d) or, if applicable, under
Section 6.3(d).
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(k) |
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The definition of
“Percentage Interest” in Section 1.1 of the
Partnership Agreement is hereby amended in its entirety to read as
follows:
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“ Percentage Interest
” means as of any date of determination (a) as to the
General Partner (in its capacity as General Partner without
reference to any Limited Partner Interests held by it) with respect
to General Partner Units and as to any Unitholder or Assignee with
respect to Common Units, the product obtained by multiplying
(i) 100% less the percentage applicable to clause (b) below by
(ii) the quotient obtained by dividing (A) the number of
General Partner Units held by the General Partner, the number of
Common Units held by such Unitholder or Assignee, or the number of
Common Unit Equivalents held or, if the provisions of
Section 6.3(c) apply, deemed to be held by such Unitholder or
Assignee, as the case may be, by (B) the total number of
Outstanding Common Units, the total number of Outstanding Common
Unit Equivalents and General Partner Units, and (b) as to the
holders of other Partnership Securities issued by the Partnership
in accordance with Section 5.6, the percentage established as
a part of such issuance; provided, that with respect to the
calculations in Section 5.10(e)(vi) and
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Section 5.10(e)(vii),
in-the-money options, rights, warrants and appreciation rights
relating to Partnership Securities shall be deemed to be
Outstanding in the form of the associated Partnership Securities to
the extent vested.
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(l) |
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Section 5.10(e) is hereby
amended by deleting Section 5.10(e)(ii) in its entirety and
substituting “[Reserved]” in lieu thereof.
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(m) |
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Section 5.10(e) is hereby
amended by inserting the following at the end thereof:
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(vi) Notwithstanding anything in this
Section 5.10(e) to the contrary, in no event shall the
Management Incentive Units, in the aggregate, be convertible into
Common Units having a Percentage Interest of more than 5.1% (after
giving effect to the conversion of such Management Incentive Units)
(the “MIU Conversion Limit
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