0001384072-11-000127 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF ENCORE ENERGY PARTNERS GP LLC
Limited 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).

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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENCORE ENERGY PARTNERS LP a Delaware limited partnership
Agreement • 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”).

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