Clarification Agreement



 Exhibit 10.26 
 Clarification Agreement 
 This Clarification Agreement (this “Agreement”) dated as of
February 24, 2009, shall clarify the definition of Current Ratio in each of that certain (a) Amended and Restated Credit Agreement dated as of March 28, 2008, by and among Constellation Energy Partners LLC, a Delaware limited
liability company (the “Borrower”), each of the Lenders from time to time party thereto, The Royal Bank of Scotland plc, as administrative agent for the Lenders, and BNP Paribas and Wachovia Bank N.A., as co-syndication agents (the
“Amended Credit Agreement”); and (b) Credit Agreement dated as of March 28, 2008, by and among the “Borrower, each of the Lenders from time to time party thereto, The Royal Bank of Scotland plc, as administrative
agent for the Lenders, and BNP Paribas and Wachovia Bank N.A., as co-syndication agents (the “Credit Agreement,” and together with the Amended Credit Agreement, the “Credit Agreements”). The definition of Current
Ratio in each of the Credit Agreements is hereby clarified by excluding the current maturities under both Credit Agreements, to the extent such payments are not past due, from consolidated current liabilities. 
 The Borrower represents and warrants to the Lenders under each of the Credit Agreements that (a) the representations and warranties of the Borrower contained in
each of the Credit Agreements are true and correct on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case such
representations and warranties are true and correct as of such specific date); and (b) no Default or Event of Default has occurred and is continuing. Each of the Credit Agreements and the other Loan Documents thereunder shall remain in full
force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, the Security Instruments and all of the Collateral described in the Credit Agreements do and shall continue to secure the payment of all
obligations stated to be secured thereby under the Credit Agreements, as clarified hereby, and the other Loan Documents. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any
right, power or remedy of the Lenders under any of the Loan Documents or constitute a waiver of any provision of any of the Loan Documents. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York without reference to the choice of law principles thereof. 
  

					
	CONSTELLATION ENERGY PARTNERS LLC
		
	By:	 	/s/ Charles C. Ward
		 	Name:	 	Charles C. Ward
		 	Title:	 	Chief Financial Officer & Treasurer

  
  

					
	 THE ROYAL BANK OF SCOTLAND plc, as
 Administrative Agent, an Issuer and a Lender

		
	By:	 	/s/ Robert E. Poirrier Jr.
		 	Name:	 	Robert E. Poirrier Jr.
		 	Title:	 	Senior Vice President

  

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	BNP PARIBAS, as a Co-Syndication Agent and a Lender
		
	By:	 	/s/ Douglas R. Littman
		 	Name:	 	Douglas R. Littman
		 	Title:	 	Managing Director

  

					
		
	By:	 	/s/ Edward Pak
		 	Name:	 	Edward Pak
		 	Title:	 	Vice President

  
  

					
	WACHOVIA BANK N.A., as a Co-Syndication Agent and a Lender
		
	By:	 	/s/ La Shonda Fuselier
		 	Name:	 	La Shonda Fuselier
		 	Title:	 	Associate

  

					
	BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	/s/ David Mills
		 	Name:	 	David Mills
		 	Title:	 	Managing Director

  
  

					
	CALYON NEW YORK BRANCH, as a Lender
		
	By:	 	/s/ Page Dillehunt
		 	Name:	 	Page Dillehunt
		 	Title:	 	Managing Director
		
	By:	 	/s/ Sharada Manne
		 	Name:	 	Sharada Manne
		 	Title:	 	Director

  
  

					
	SOCIETE GENERALE, as a Lender
		
	By:	 	/s/ Kevin C. Joyce
		 	Name:	 	Kevin C. Joyce
		 	Title:	 	Vice President

  

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