SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EPE UNIT L.P. Dated as of July 1, 2008

EXHIBIT 10.1

SECOND AMENDMENT

TO

AGREEMENT OF LIMITED PARTNERSHIP

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.

GENERAL PARTNER:	EPCO, INC.
	By:	/s/ W. Xxxxxxx Xxxxxx
		W. Xxxxxxx Xxxxxx President and Chief Executive Officer

CLASS A LIMITED PARTNER:	XXXXXX FAMILY INTERESTS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		President

CLASS B LIMITED PARTNERS: 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. Xxxxxxx Xxxxxx                                         W. Xxxxxxx Xxxxxx          President and Chief Executive Officer   

Second Amendment to Agreement of Limited Partnership of EPE Unit L.P.