EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 

SIXTH AMENDMENT TO CREDIT AGREEMENT 

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 28, 2014, is made by and among QRE
OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General
Partner”); WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”) as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative
Agent”) for the financial institutions (collectively the “Lenders”) party to the hereinafter-defined Credit Agreement; and the undersigned Lenders. 

W I T N E S S E T H: 

WHEREAS, Borrower, QRE MLP, the General Partner, the Administrative Agent and the Lenders entered into a Credit Agreement dated as of
December 17, 2010, as amended by that certain First Amendment to Credit Agreement, dated as of October 3, 2011, that certain Second Amendment to Credit Agreement, dated as of March 16, 2012, that certain Third Amendment to Credit
Agreement, dated as of April 11, 2012, that certain Fourth Amendment to Credit Agreement, dated as of December 20, 2012, and that certain Fifth Amendment to Credit Agreement dated as of September 23, 2013 (as so amended, and as the
same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower, the Administrative Agent and the undersigned Lenders do hereby agree as follows: 

1. Amendments to Credit Agreement. 

(a) Section 1.02 of the Credit Agreement is hereby amended as follows: 

(i) The definition of “Agreement” is amended and restated in its entirety as follows: 

“Agreement” means this Credit Agreement, as the same may from time to time be amended, modified, supplemented or restated,
including, without limitation, by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment. 

(ii) The definition of “Change in Control” is amended and restated in its entirety as follows: 

“Change in Control” means 

(a) QRE MLP shall at any time cease to own 100% of the Equity Interests of the Borrower; 







 (b) QRE MLP shall at any time cease to own 100% of the Equity Interests of the General Partner;

 (c) the General Partner shall fail to own, directly or indirectly, 100% of the General Partner Interest; or 

(d) any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a Permitted Holder) acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the equity interests in QRE MLP. 
 (iii)
The definition of “Permitted Holders” is amended and restated in its entirety as follows: 
 “Permitted
Holders” means each of: (i) Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP, or Black Diamond Resources, LLC, or any Affiliated funds and investment vehicles managed by
any of the persons described in clause (i) above; (ii) any general partner, managing member, principal or managing director of any of the persons described in clause (i) above; (iii) Alan Smith, John Campbell, Toby R.
Neugebauer or S. Wil VanLoh, Jr.; (iv) any wife, lineal descendant, legal guardian or other legal representative or estate of any of the persons named in the preceding clause (iii); (v) any trust of which at least one of the trustees is
any of the persons described in the preceding clauses (iii) and (iv); and (vi) any other Person that is controlled by any one or more of the Persons in the preceding clauses (i) through (v). 

(iv) The definition of “Subsidiary” is amended and restated in its entirety as follows: 

“Subsidiary” means: (a) any Person of which at least a majority of the outstanding Equity Interests having by the terms
thereof ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might
have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by QRE MLP and/or one or more of its Subsidiaries and (b) any partnership (other than QRE MLP) of which QRE MLP or any of
its Subsidiaries is a general partner; provided, however, that ETSWDC shall not be a Subsidiary of the Borrower, QRE MLP or any of the Borrower’s Subsidiaries. Unless otherwise indicated herein, each reference to the term “Subsidiary”
shall mean a Subsidiary of QRE MLP. 

  
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 (v) By adding the following defined terms in appropriate alphabetical order: 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“General Partner Interest” has the meaning assigned to such term in the QRE Partnership Agreement. 

“Sixth Amendment” means that certain Sixth Amendment to Credit Agreement dated as of February 28, 2014, by and among
Borrower, QRE MLP, the General Partner, the Administrative Agent and the Lenders. 
 “Sixth Amendment Effective Date” means
first date on which conditions specified in Section 2 of the Sixth Amendment having been satisfied (or waived by each Lender in accordance with Section 12.02). 

“Tuck Under Transaction” means (i) the conversion of the 0.1% General Partnership Interests in QRE MLP currently held by
the General Partner into 51,036 Class B Units to be issued by QRE MLP and a non-economic General Partner Interest, (ii) the distribution of such 51,036 Class B Units together with the 6,133,558 Class B Units currently held by the General
Partner to QR Holdings (QRE), LLC and QR Energy Holdings, LLC, and (ii) the cancellation of the Management Incentive Fee (as defined in the QRE Partnership Agreement) in exchange for QRE MLP’s agreement to issue future Class B Units to QR
Holdings (QRE), LLC and QR Energy Holdings, LLC subject to the conditions set forth in the Tuck Under Transaction Documents. 

“Tuck Under Transaction Documents” means (i) the Contribution Agreement by and among QRE MLP, the General Partner, QR
Holdings (QRE), LLC and QR Energy Holdings, LLC attached hereto as Exhibit A, (ii) the Second Amended and Restated Limited Liability Company Agreement of QRE GP, LLC attached hereto as Exhibit B and (iii) Amendment No. 3 to the First
Amended and Restated Agreement of Limited Partnership of QR Energy, LP attached hereto as Exhibit C. 
 (b) Section 8.15(c) of
the Credit Agreement is hereby amended in its entirety as follows: 
 “(c) QRE MLP and the Borrower will at all times cause the other
material tangible and intangible assets (other than (i) deposit accounts, (ii) any Equity Interests of ETSWDC or the General Partner and (iii) any assets of the General Partner) of QRE MLP, the Borrower and each Subsidiary to be
subject to a Lien created by the Security Instruments.” 

  
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 (c) Section 9.05(n) is added to the Credit Agreement as follows: 

“(n) Investments made by QRE MLP in the General Partner constituting the Tuck Under Transaction.” 

(d) Section 9.23 of the Credit Agreement is hereby amended in its entirety as follows: 

“QRE MLP shall not at any time own any Hydrocarbon Interests or have any Subsidiaries other than the General Partner, the Borrower and its
Subsidiaries.” 
 (e) A new Section 9.25 is hereby added to read as follows: 

“Section 9.25 Activities of General Partner. The General Partner shall not at any time, notwithstanding anything to the
contrary in this Agreement or any other Loan Document, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the
non-economic General Partnership Interest of QRE MLP, (b) incur, create, assume or suffer to exist any Debt or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law and
(ii) obligations with respect to the General Partner Interest, or (c) own, lease, manage or otherwise operate any properties or assets other than the ownership of the non-economic General Partnership Interest.” 

(f) The parties hereto acknowledge that this Amendment constitutes the required notice under Sections 8.01(i) and 8.01(m) of the Credit
Agreement. 
 2. Conditions Precedent. This Amendment shall become effective as of the Sixth Amendment Effective Date provided that
each of the following conditions is satisfied (or waived by Majority Lenders in accordance with Section 12.02 of the Credit Agreement): 

(a) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative
Agent) of this Amendment signed on behalf of such party. 
 (b) The Tuck Under Transaction shall be consummated substantially
contemporaneously with the occurrence of the Sixth Amendment Effective Date in accordance with the terms of the Tuck Under Transaction Documents. 

(c) The Administrative Agent shall have received all amounts due and payable on or prior to the Sixth Amendment Effective Date, including, to
the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including, to the extent invoiced on or prior to the Sixth Amendment Effective Date, the reasonable
fees and expenses of Sidley Austin LLP, counsel to the Administrative Agent). 
 (d) The Administrative Agent shall have received such other
documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. 

  
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 The Administrative Agent shall notify the Borrower and the Lenders of the Sixth Amendment
Effective Date, and such notice shall be conclusive and binding. 
 3. Representations True; No Default. Borrower represents and
warrants that the representations and warranties contained in the Loan Documents are true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all
respects) on and as of the date hereof as though made on and as of such date, except to the extent any such representation or warranty is expressly limited to an earlier date, in which case, on and as of the date hereof, such representation
or warranty shall continue to be true and correct in all material respects as of such specified earlier date. Borrower hereby certifies that, after giving effect to the amendments set forth in this Amendment, no Default or Event of Default has
occurred and is continuing. 
 4. Ratification. Except as expressly amended hereby, the Loan Documents shall remain in full force and
effect. The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect. 

5. Definitions and References. Any term used in this Amendment that is defined in the Credit Agreement shall have the meaning therein
ascribed to it. The terms “Agreement” and “Credit Agreement” as used in the Loan Documents or any other instrument, document or writing furnished to the Administrative Agent or the Lenders by the Borrower and referring to the
Credit Agreement shall mean the Credit Agreement as hereby amended. 
 6. Miscellaneous. This Amendment (a) shall be binding
upon and inure to the benefit of Borrower, the Administrative Agent and the Lenders and their respective successors and assigns (provided, however, no party may assign its rights hereunder except in accordance with the Credit
Agreement); (b) may be modified or amended only in accordance with the Credit Agreement; (c) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered,
shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (d) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. Delivery of an executed counterpart of a signature page to this Amendment by telecopy or as an attachment to an
email shall be effective as delivery of a manually executed counterpart of this Amendment. 
 [Signature Pages Follow] 

  
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 The parties hereto have caused this Amendment to be duly executed as of the day and year first
above written. 
  

							
	BORROWER:	 		 	QRE OPERATING, LLC
				
		 		 	By:	 	 /s/ Cedric W. Burgher

		 		 		 	Cedric W. Burgher,
		 		 		 	Chief Financial Officer

 Signature Page to Sixth Amendment to Credit Agreement 








									
	QRE MLP:	 		 	QR ENERGY, LP
				
		 		 	By:	 	QRE GP, LLC
		 		 		 	its General Partner
					
		 		 		 	By:	 	 /s/ Cedric W. Burgher

		 		 		 		 	Cedric W. Burgher,
		 		 		 		 	Chief Financial Officer


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	GENERAL PARTNER:	 		 	QRE GP, LLC
				
		 		 	By:	 	 /s/ Cedric W. Burgher

		 		 		 	Cedric W. Burgher,
		 		 		 	Chief Financial Officer


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	ADMINISTRATIVE AGENT	 		 		 	
	AND LENDER:	 		 	WELLS FARGO BANK, NATIONAL
		 		 	ASSOCIATION
		 		 	as Administrative Agent and a Lender
				
		 		 	By:	 	 /s/ Todd Fogle

		 		 	Name:	 	Todd Fogle
		 		 	Title:	 	Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	LENDER:	 		 	JPMORGAN CHASE BANK, N.A.
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Jo Linda Papadakis

		 		 		 	Jo Linda Papadakis
		 		 		 	Authorized Officer


  
 Signature Page to Sixth
Amendment to Credit Agreement 









					
	LENDER:	 	ROYAL BANK OF CANADA
			
		 	By:	 	/s/ Don J. McKinnerney
		 	Name:	 	Don J. McKinnerney
		 	Title:	 	Authorized Signatory


  
 Signature Page to Sixth
Amendment to Credit Agreement 









					
	LENDER:	 	THE ROYAL BANK OF SCOTLAND plc
			
		 	By:	 	/s/ Sanjay Remond
		 	Name:	 	Sanjay Remond
		 	Title:	 	Director


  
 Signature Page to Sixth
Amendment to Credit Agreement 









					
	LENDER:	 	TORONTO DOMINION (NEW YORK) LLC
			
		 	By:	 	/s/ Marie Fernandes
		 	Name:	 	Marie Fernandes
		 	Title:	 	Authorized Signatory


  
 Signature Page to Sixth
Amendment to Credit Agreement 









					
	LENDER:	 	BANK OF AMERICA, N.A. 
			
		 	By:	 	/s/ Bryan Hellar
		 	Name:	 	Bryan Hellar
		 	Title:	 	Director


  
 Signature Page to Sixth
Amendment to Credit Agreement 









					
	LENDER:	 	BANK OF MONTREAL 
			
		 	By:	 	/s/ Kevin Utsey
		 	Name:	 	Kevin Utsey
		 	Title:	 	Director


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	LENDER:	 		 	CAPITAL ONE, N.A.
				
		 		 	By:	 	/s/ Matthew L. Molero
		 		 	Name:	 	Matthew L. Molero
		 		 	Title:	 	Sr. Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	LENDER:	 		 	CITIBANK, N.A.
				
		 		 	By:	 	/s/ Eamon Baqui
		 		 	Name:	 	Eamon Baqui
		 		 	Title:	 	Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	LENDER:	 		 	COMERICA BANK
				
		 		 	By:	 	/s/ William Robinson
		 		 	Name:	 	William Robinson
		 		 	Title:	 	Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	LENDER:	 		 	ING CAPITAL LLC
				
		 		 	By:	 	/s/ Charles Hall
		 		 	Name:	 	Charles Hall
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	/s/ Julie Bieser
		 		 	Name:	 	Julie Bieser
		 		 	Title:	 	Director


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	LENDER:	 		 	UNION BANK, N.A.
				
		 		 	By:	 	/s/ Stacy A. Goldstein
		 		 	Name:	 	Stacy A. Goldstein
		 		 	Title:	 	Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement 









					
	LENDER:	 	SCOTIABANC INC.
			
		 	By:	 	/s/ J.F. Todd
		 	Name:	 	J.F. Todd
		 	Title:	 	Managing Director


  
 Signature Page to Sixth
Amendment to Credit Agreement 









					
	LENDER:	 	REGIONS BANK
			
		 	By:	 	/s/ Kelly L. Elmore III
		 	Name:	 	Kelly L. Elmore III
		 	Title:	 	Senior Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement 









					
	LENDER:	 	COMPASS BANK
			
		 	By:	 	/s/ Blake Kirshman
		 	Name:	 	Blake Kirshman
		 	Title:	 	Senior Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	 LENDER:
	 		 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
				
		 		 	By:	 	/s/ Sharada Manne
		 		 	Name:	 	Sharada Manne
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	/s/ Michael D. Willis
		 		 	Name:	 	Michael D. Willis
		 		 	Title:	 	Managing Director


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	 LENDER:
	 		 	U.S. BANK NATIONAL ASSOCIATION
				
		 		 	By:	 	/s/ Justin M. Alexander
		 		 	Name:	 	Justin M. Alexander
		 		 	Title:	 	Senior Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	 LENDER:
	 		 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
				
		 		 	By:	 	/s/ Vipul Dhadda
		 		 	Name:	 	Vipul Dhadda
		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	/s/ Samuel Miller
		 		 	Name:	 	Samuel Miller
		 		 	Title:	 	Authorized Signatory


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	 LENDER:
	 		 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY
				
		 		 	By:	 	/s/ Richard Antl
		 		 	Name:	 	Richard Antl
		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	/s/ Matt Reid
		 		 	Name:	 	Matt Reid
		 		 	Title:	 	Authorized Signatory


  
 Signature Page to Sixth
Amendment to Credit Agreement 









							
	 LENDER:
	 		 	BARCLAYS BANK PLC.
				
		 		 	By:	 	/s/ May Huang
		 		 	Name:	 	May Huang
		 		 	Title:	 	Assistant Vice President


  
 Signature Page to Sixth
Amendment to Credit Agreement