SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EPE UNIT L.P. Dated as of July 1, 2008
EXHIBIT
10.1
SECOND
AMENDMENT
TO
OF
EPE UNIT L.P.
Dated as
of
July 1,
2008
This
Second Amendment (this “Amendment”) to the
Agreement of Limited Partnership dated as of August 23, 2005 (as subsequently
amended, the “Partnership
Agreement”) of EPE Unit L.P., a Delaware limited partnership (the “Partnership”), is
made and entered into effective as of July 1, 2008, pursuant to the terms of the
Partnership Agreement and in accordance with Section 12.05 thereof.
Section
1. AMENDMENTS.
(a) Section 1.01.
Section 1.01 is hereby amended to amend and restate the following
definitions:
“Class A Preference
Return Rate” means (i) from August 23, 2005 until June 30, 2008, 6-1/4%
per annum, and (ii) from July 1, 2008 and thereafter, a floating preference rate
to be determined by the General Partner, in its sole discretion, not less than
annually on or prior to the date on which any annual tax allocations are
required to be determined in accordance with the Partnership Agreement, that
will be no less than 4.5% and no greater than 5.725% per annum, in each case
divided by 365 or 366 days, as the case may be during such calendar
year.
(b) Section 11.01.
Paragraph (b) of Section 11.01 is hereby amended and restated as
follows:
(b) unless
otherwise agreed to by the General Partner, the Class A Limited Partner and a
Required Interest, November 9, 2012;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressly modified and
amended herein, all of the terms and conditions of the Partnership Agreement
shall remain in full force and effect.
Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING
ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR
CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER
JURISDICTION.
[Signature Page
Follows]
IN
WITNESS WHEREOF, the General Partner has executed this Agreement as of the date
first set forth above.
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GENERAL
PARTNER:
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EPCO,
INC.
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By:
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/s/ W.
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W.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President
and Chief Executive Officer
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CLASS A LIMITED
PARTNER:
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FAMILY INTERESTS, INC.
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By:
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/s/ ▇▇▇▇▇▇▇
▇.
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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President
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CLASS B LIMITED
PARTNERS:
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Representing
a majority of Class B Limited Partners of the Partnership, pursuant
to Powers of Attorney executed in favor of, and granted and delivered to
the General Partner
By:
EPCO, INC.
(As
attorney-in-fact for the Class B Limited
Partners
pursuant to powers of attorney)
By: /s/ W.
▇▇▇▇▇▇▇
▇▇▇▇▇▇
W.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President
and Chief Executive Officer
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Second Amendment to Agreement of
Limited Partnership of EPE Unit L.P.