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.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 16th, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _________, 2007 by and among Encore Energy Partners GP LLC, a Delaware limited liability company (the “Company”), Encore Energy Partners LP, a Delaware limited partnership (the “Partnership”), and ____________ (“Indemnitee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 28th, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) made as of August 22, 2007 by and among Encore Energy Partners Operating LLC, a Delaware limited liability company (“Borrower”), Encore Energy Partners LP, a Delaware limited partnership (“Parent”), Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”) and L/C Issuer, and the Lenders party to the Original Agreement defined below (“Lenders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2011 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of __________________, 2011 by and among Encore Energy Partners GP LLC, a Delaware limited liability company (the "Company"), Encore Energy Partners LP, a Delaware limited partnership (the "Partnership"), and _______________ ("Indemnitee").
SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT AMONG ENCORE ENERGY PARTNERS GP LLC, ENCORE ENERGY PARTNERS LP, ENCORE OPERATING, L.P., DENBURY RESOURCES INC., ENCORE ENERGY PARTNERS OPERATING LLC, AND VANGUARD NATURAL GAS, LLCAdministrative Services Agreement • January 3rd, 2011 • Encore Energy Partners LP • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT is entered into on and effective as of December 31, 2010 (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 Operating, L.P., a Texas limited partnership (“Encore Operating”), Denbury Resources Inc., a Delaware corporation and the successor by merger to Encore Acquisition Company (“DRI”), Encore Energy Partners Operating LLC, a Delaware limited liability company (the “Operating Company”) and Vanguard Natural Gas, LLC, a Kentucky limited liability company (“Vanguard,” and collectively with the General Partner, the Partnership, the Operating Company, the “Parties” and each, a “Party”), and amends and restates in its entirety the Amended and Restated Administrative Services Agreement dated as of September 17, 2007 (the “First A&R Agreement”).
ENCORE ENERGY PARTNERS LP 9,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT September 11, 2007Underwriting Agreement • September 12th, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • New York
ENCORE ENERGY PARTNERS LP 8,200,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT June 29, 2009Underwriting Agreement • July 6th, 2009 • Encore Energy Partners LP • Crude petroleum & natural gas • New York
Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC Wachovia Capital Markets, LLC
AGREEMENT AND PLAN OF MERGER by and among VANGUARD NATURAL RESOURCES, LLC, VANGUARD NATURAL GAS, LLC, VANGUARD ACQUISITION COMPANY, LLC and ENCORE ENERGY PARTNERS GP LLC and ENCORE ENERGY PARTNERS LP Dated as of July 10, 2011Agreement and Plan of Merger • July 11th, 2011 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2011 (this “Agreement”), is entered into by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“VNR”), Vanguard Natural Gas, LLC, a Kentucky limited liability company and wholly owned subsidiary of VNR (“VNG”), and Vanguard Acquisition Company, LLC, a Delaware limited liability company and wholly owned subsidiary of VNG (“MergerCo”), and Encore Energy Partners LP, a Delaware limited partnership (“ENP”), and Encore Energy Partners GP LLC, a Delaware limited liability company and the general partner of ENP (“ENP GP”).
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:
VOTING AGREEMENT BY AND AMONG VANGUARD NATURAL RESOURCES, LLC AND VANGUARD NATURAL GAS, LLC AND VANGUARD ACQUISITION COMPANY, LLC AND ENCORE ENERGY PARTNERS LP AND ENCORE ENERGY PARTNERS GP LLC DATED AS OF JULY 10, 2011Voting Agreement • July 11th, 2011 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT, dated as of July 10, 2011 (this “Agreement”), is entered into by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“VNR”), Vanguard Natural Gas, LLC, a Kentucky limited liability company (“VNG”), Vanguard Acquisition Company, LLC, a Delaware limited liability company and wholly-owned subsidiary of VNG (“MergerCo”, and, collectively with VNR and VNG, the “VNR Parties”, and each, a “VNR Party”), Encore Energy Partners LP, a Delaware limited partnership (“ENP”), and Encore Energy Partners GP LLC, a Delaware limited liability company and the general partner of ENP (“ENP GP”).
LIMITED LIABILITY COMPANY AGREEMENT OF ENCORE ENERGY PARTNERS GP LLCLimited Liability Company Agreement • December 2nd, 2011 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ENCORE ENERGY PARTNERS GP LLC (the “Company”), dated as of December 1, 2011, is adopted, executed and agreed to by the Sole Member (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENCORE ENERGY PARTNERS GP LLC a Delaware limited liability company December 31, 2010Limited Liability Company Agreement • January 3rd, 2011 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Encore Energy Partners GP LLC (the “Company”), dated as of December 31, 2010 (the “Effective Date”), is entered into by Vanguard Natural Gas, LLC, a Kentucky limited liability company and the sole member of the Company (the “Member”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 1st, 2009 • Encore Energy Partners LP • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”), is dated as of November 24, 2009, by and among Encore Energy Partners Operating LLC, a Delaware limited liability company (“Borrower”), Encore Energy Partners LP, a Delaware limited partnership (“Parent”), Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”) and L/C Issuer, and the Lenders party hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2008 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2008, by and between ENCORE ENERGY PARTNERS LP a Delaware limited partnership (“ENP”), and CAMP COLORADO INVESTMENTS, L.P., a Texas limited partnership (the “Seller”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 3rd, 2011 • Encore Energy Partners LP • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”), is dated as of December 22, 2010, by and among Encore Energy Partners Operating LLC, a Delaware limited liability company (“Borrower”), Encore Energy Partners LP, a Delaware limited partnership (“Parent”), Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”) and L/C Issuer, and the Lenders party hereto.
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENCORE ENERGY PARTNERS LP a Delaware limited partnershipAgreement • December 2nd, 2011 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 1, 2011 (this “Agreement”), is adopted, executed and agreed to by Encore Energy Partners GP LLC, a Delaware limited liability company (“ENP GP”), as general partner, and Vanguard Natural Gas, LLC, a Kentucky limited liability company (the “Sole Limited Partner”).
FORM OF 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...Conveyance and Assumption Agreement • August 10th, 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 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.
AMENDMENT NO. 1 TO SUBORDINATED CREDIT AGREEMENTSubordinated Credit Agreement • August 28th, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • New York
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 13th, 2009 • Encore Energy Partners LP • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) made as of August 11, 2009 by and among Encore Energy Partners Operating LLC, a Delaware limited liability company (“Borrower”), Encore Energy Partners LP, a Delaware limited partnership (“Parent”), Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”) and L/C Issuer, and the Lenders party hereto.
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.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 11th, 2007 • Encore Energy Partners LP • Texas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of March 6, 2007, is made and entered into by and among Encore Acquisition Company, a Delaware corporation (the “Company”), 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”), Encore Energy Partners Operating LLC, a Delaware limited liability company (“OLLC”), and Encore Clear Fork Pipeline LLC, a Delaware limited liability company (“Pipeline LLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
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.
SUBORDINATED CREDIT AGREEMENT Dated as of March 7, 2007 among ENCORE ENERGY PARTNERS OPERATING LLC, as the Borrower, ENCORE ENERGY PARTNERS LP, as a Guarantor, and EAP OPERATING, INC., as the LenderSubordinated Credit Agreement • May 11th, 2007 • Encore Energy Partners LP • New York
This SUBORDINATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 7, 2007, among ENCORE ENERGY PARTNERS OPERATING LLC, a Delaware limited liability company (the “Borrower”), ENCORE ENERGY PARTNERS LP, a Delaware limited partnership (“Parent”), and EAP OPERATING, INC., a Delaware corporation, as the Lender (the “Lender”).
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.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENCORE ENERGY PARTNERS LPEncore Energy Partners LP • April 18th, 2008 • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to the Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of Encore Energy Partners LP (the “Partnership”) is hereby adopted effective as of May 10, 2007, by Encore Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 11th, 2009 • Encore Energy Partners LP • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) made as of March 10, 2009 by and among Encore Energy Partners Operating LLC, a Delaware limited liability company (“Borrower”), Encore Energy Partners LP, a Delaware limited partnership (“Parent”), Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”) and L/C Issuer, and the Lenders party hereto.
Amendment No. 2 to Limited Liability Company Agreement of Encore Energy Partners GP LLCEncore Energy Partners LP • December 29th, 2010 • Crude petroleum & natural gas
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:
Joint Filing StatementJoint Filing Statement • February 8th, 2008 • Encore Energy Partners LP • Crude petroleum & natural gas
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
FORM OF ENCORE ENERGY PARTNERS GP LLC LONG-TERM INCENTIVE PLAN DIRECTOR PHANTOM UNIT AGREEMENTDirector Phantom Unit Agreement • August 10th, 2007 • Encore Energy Partners LP • Crude petroleum & natural gas • Delaware
This Phantom Unit Agreement (“Agreement”) between Encore Energy Partners GP LLC (the “Company”) and ___(the “Participant”), a Director of the Company, regarding an award (“Award”) of ___Phantom Units (as defined in the Encore Energy Partners GP LLC Long-Term Incentive Plan (the “Plan”)) granted to the Participant on ___(the “Grant Date”), such number of Phantom Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
Amendment No. 1 to Limited Liability Agreement of Encore Energy Partners GP LLCLimited Liability Agreement • November 8th, 2010 • Encore Energy Partners LP • Crude petroleum & natural gas
Encore Partners GP Holdings LLC, a Delaware limited liability company (the “Member”), effective as of August 30, 2010, acting in its capacity as the sole member of Encore Energy Partners GP LLC, a Delaware limited liability company (“GP LLC”), hereby amends the Limited Liability Company Agreement of GP LLC, dated effective as of February 13, 2007 (the “LLC Agreement”), as follows:
Limited Liability Company Agreement of Encore Energy Partners GP LLC Effective as of February 13, 2007Limited Liability Company Agreement • May 11th, 2007 • Encore Energy Partners LP • Delaware
This Limited Liability Company Agreement (this “Agreement”) is dated as of February 13, 2007, by Encore Partners GP Holdings LLC, a Delaware limited liability company.
