exv10w1






Exhibit 10.1




FOURTH AMENDMENT TO CREDIT AGREEMENT




     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.



W I T N E S S E T H:




     WHEREAS, Borrower, Parent, the Administrative Agent, L/C Issuer and the lenders party thereto
(the “Lenders”) are party to that certain Credit Agreement dated as of March 7, 2007 (as heretofore
amended, the “Original Agreement”), for the purpose and consideration therein expressed, whereby
L/C Issuer became obligated to issue Letters of Credit to Borrower and the Lenders became obligated
to make loans to Borrower as therein provided; and



     WHEREAS, Borrower, Parent, the Administrative Agent, the L/C Issuer and the Lenders party
hereto desire to amend the Original Agreement as set forth herein;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the loans and other credit
which may hereafter be made by the Lenders and the L/C Issuer to the Borrower, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:



ARTICLE I.




DEFINITIONS AND REFERENCES




     Section 1.1. Terms Defined in the Original Agreement. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement
shall have the same meanings whenever used in this Amendment.



     Section 1.2. Other Defined Terms. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to them in this
Section 1.2.



          “Amendment” means this Fourth Amendment to Credit Agreement.




          “Credit Agreement” means the Original Agreement as amended hereby.




[Fourth Amendment to

Credit Agreement]














 





ARTICLE II.




AMENDMENTS TO ORIGINAL AGREEMENT




     Section 2.1. Amendments. Subject to the satisfaction of the conditions precedent set
forth in Sections 3.1 and 3.2, the Original Agreement shall be amended effective as of the
Effective Date (as defined below) in the manner provided in this Section 2.1.



     (a) Defined Terms. The definitions of “Designated EAC Stockholders” and
“EAC Credit Party” are hereby deleted. The following definitions are hereby added to
Section 1.01 of the Original Agreement in appropriate alphabetical order:




     ““Denbury” means Denbury Resources Inc., a Delaware corporation.”




     ““Denbury Credit Agreement” means that certain Sixth Amended and
Restated Credit Agreement effective as of September 14, 2006 among Denbury Onshore,
LLC, a Delaware limited liability company, Denbury, JPMorgan Chase Bank, N.A., as
administrative agent and the financial institutions from time to time party thereto
as in effect on November 24, 2009.”




     ““Denbury Credit Party” means Denbury or any of its Subsidiaries.”



     (b) Change of Control. The definition of “Change of Control” in Section 1.01
of the Original Agreement is hereby amended in its entirety to read as follows:




     ““Change of Control” means the occurrence of any of the following
whether voluntarily or involuntarily, including by operation of law:




     (a) the Borrower shall cease to be a wholly owned Subsidiary of Parent;




     (b) General Partner shall cease to be the sole general partner of Parent; or
General Partner shall cease to be Controlled by Denbury; or any “person” or “group”
(for purposes of this clause (b) and the following clause (c), as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”)), other than Denbury, or any wholly owned Subsidiary of
Denbury, is or becomes the “beneficial owner” (for purposes of this clause (b) and
the following clause (c), as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that such a person shall be deemed to have “beneficial ownership” of all
 shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or indirectly,
of more than 30% of the total voting power of the voting stock of General Partner;




     (c) for any reason, any Person or group shall become (i) the direct or indirect
beneficial owner of greater than thirty percent (30%) of the total voting power of
all classes of capital stock then outstanding of Denbury entitled (without regard to
the occurrence of any contingency) to vote in elections of directors of



[Fourth Amendment to

Credit Agreement]





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Denbury and (ii) the largest shareholder of the total voting power of all
classes of capital stock then outstanding of Denbury entitled (without regard to the
occurrence of any contingency) to vote in elections of directors of Denbury; or




     (d) any other event or condition which constitutes a “Change of Control” as
that term is defined in the Denbury Credit Agreement.”



     (c) Transactions with Affiliates. The references in Section 7.09 to “EAC Credit
Party” are hereby amended to read “Denbury Credit Party”.



ARTICLE III.




CONDITIONS OF EFFECTIVENESS




     Section 3.1. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective when and only when the Administrative Agent shall have received the following,
each of which shall be originals or telecopies (followed promptly by originals) unless otherwise
specified, each in form and substance satisfactory to the Administrative Agent (unless otherwise
specified):



     (a) executed counterparts of this Amendment (or a consent to this Amendment) from the Required
Lenders; and



     (b) counterparts of this Amendment executed by a Responsible Officer of each applicable Credit
Party sufficient in number for distribution to the Administrative Agent and the Lenders.



     Section 3.2. Conditions Precedent to Amendments. The amendments contained in
Section 2.1 hereof are subject to the satisfaction of the following conditions precedent
(the date such conditions are so satisfied herein called the “Effective Date”):



     (a) the “Closing”, as defined in that certain Agreement and Plan of Merger by and between EAC
and Denbury Resources Inc. dated as of October 31, 2009 (the “Plan of Merger”) has occurred in
accordance in all material respects with the terms of the Plan of Merger and applicable law.



     (b) The Administrative Agent’s receipt of a certificate signed by a Responsible Officer of the
Borrower, in form and substance satisfactory to the Administrative Agent, certifying that (i) the
“Closing” (as defined in the Plan of Merger) has occurred, (ii) each of the Borrower and each other
Borrower-Related Party remakes its respective representations and warranties in accordance with
Section 4.02(a) of the Original Agreement as of the Effective Date, (iii) no Default shall exist
or would result from the Closing (assuming for this purpose that the amendments set forth in
Section 2.1 are in effect), and (iv) each of the Original Agreement, as amended by this
Amendment, and the other Loan Documents is ratified and confirmed in all respects.



     (c) Any fees required to be paid by the Credit Parties on or before the Effective Date
pursuant to written agreements entered into by the Credit Parties shall have been paid.



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Credit Agreement]





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     (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges
and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the
Effective Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the Administrative Agent).



ARTICLE IV.




REPRESENTATIONS AND WARRANTIES




     Section 4.1. Representations and Warranties. In order to induce the L/C Issuer and
each Lender to enter into this Amendment, the Borrower and Parent represent and warrant to the L/C
Issuer and each Lender that the representations and warranties contained in Article V of the
Original Agreement or any other Loan Document are true and correct in all material respects on the
date hereof, except to the extent such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date.



ARTICLE V.




MISCELLANEOUS




     Section 5.1. Ratification of Agreements.



     (a) The Original Agreement is hereby ratified and confirmed in all respects. The other Loan
Documents are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement
in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended.
The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or
the Lenders under the Credit Agreement or any other Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any other Loan Document.



     (b) The undersigned Subsidiary or Subsidiaries of the Borrower (whether one or more,
“Subsidiary Guarantor”, and if more than one jointly and severally), hereby (i) consents to
the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and
confirms the Guaranty made by it for the benefit of the Administrative Agent and Lenders executed
pursuant to the Credit Agreement and the other Loan Documents made by it, (iii) agrees that all of
its respective obligations and covenants thereunder shall remain unimpaired by the execution and
delivery of this Amendment and the other documents and instruments executed in connection herewith,
and (iv) agrees that such Guaranty and such other Loan Documents shall remain in full force and
effect.



     Section 5.2. Survival of Agreements. All representations, warranties, covenants and
agreements of any Credit Party herein shall survive the execution and delivery of this Amendment
and the performance hereof, and shall further survive until all of the Obligations are paid in
full. All statements and agreements contained in any certificate or instrument delivered



[Fourth Amendment to

Credit Agreement]




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by any Credit Party hereunder or under the Credit Agreement to the Administrative Agent or any
Lender shall be deemed to constitute representations and warranties by, and/or agreements and
covenants of, such Credit Party under this Amendment and under the Credit Agreement.




     Section 5.3. Loan Documents. This Amendment is a Loan Document, and all provisions in
the Credit Agreement pertaining to Loan Documents apply hereto.



     Section 5.4. Governing Law. This Amendment shall be governed by and construed in
accordance with the Laws applicable to the Credit Agreement.



     Section 5.5. Counterparts; Fax. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same Amendment. This Amendment may be validly
executed by facsimile or other electronic transmission.



     THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.



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Credit Agreement]




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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.



	 	 	 	 	 
	 	ENCORE ENERGY PARTNERS OPERATING LLC

 	 
	 	By:  	/s/ Robert C. Reeves
 	 
	 	 	Robert C. Reeves, Vice President, Chief 	 
	 	 	Financial Officer, Treasurer and Secretary 	 
	 





	 	 	 	 	 	 	 	 	 
	 	 	ENCORE ENERGY PARTNERS LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Encore Energy Partners GP LLC, its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Robert C. Reeves
 

Robert C. Reeves, Senior Vice
President, Chief Financial Officer
and Treasurer
	 	 






	 	 	 	 	 
	 	ENCORE CLEAR FORK PIPELINE LLC

 	 
	 	By:  	/s/ Robert C. Reeves
 	 
	 	 	Robert C. Reeves, Vice President, Treasurer	 
	 	 	and Secretary 	 
	 



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	 	BANK OF AMERICA, N.A., 

as Administrative Agent, L/C Issuer and a Lender

 	 
	 	By:  	/s/ Jeffrey H. Rathkamp
 	 
	 	 	Name:  	Jeffrey H. Rathkamp 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as

Co-Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Charles D. Kirkham
 	 
	 	 	Name:  	Charles D. Kirkham 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	FORTIS CAPITAL CORP., as Co-Syndication Agent and as
a Lender

 	 
	 	By:  	/s/ Greg Smothers
 	 
	 	 	Name:  	Greg Smothers 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                         /s/ Mei Wan Tong
 	 
	 	 	Name:  	Mei Wan Tong 	 
	 	 	Title:  	Director 	 
	 



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	 	BNP PARIBAS, as Co-Documentation Agent and as a
Lender

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



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Russell Otts
 	 
	 	 	Name:  	Russell Otts 	 
	 	 	Title:  	Director 	 
	 



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	 	CALYON NEW YORK BRANCH, as Co-Documentation Agent and
as a Lender

 	 
	 	By:  	/s/ Tom Byargeon
 	 
	 	 	Name:  	Tom Byargeon 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                      /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 



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	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ D. G. Mills
 	 
	 	 	Name:  	D. G. Mills 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ Peter L. Sefzik
 	 
	 	 	Name:  	Peter L. Sefzik 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	NATIXIS, as a Lender

 	 
	 	By:  	/s/ Donovan C. Broussard
 	 
	 	 	Name:  	Donovan C. Broussard 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                      /s/ Liana Tchernysheva
 	 
	 	 	Name:  	Liana Tchernysheva 	 
	 	 	Title:  	Director 	 
	 



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	 	BANK OF SCOTLAND, as a Lender

 	 
	 	By:  	/s/ Karen Weich
 	 
	 	 	Name:  	Karen Weich 	 
	 	 	Title:  	Vice President 	 
	 



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	 	U.S. BANK NATIONAL ASSOCIATION,
as a Lender

 	 
	 	By:  	/s/ Daria M. Mahoney
 	 
	 	 	Name:  	Daria M. Mahoney 	 
	 	 	Title:  	Vice President 	 
	 



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	 	UNION BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	 	Name:  	Alison Fuqua 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                  /s/ Sean Murphy
 	 
	 	 	Name:  	Sean Murphy 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	THE FROST NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ Alex Zemkoski
 	 
	 	 	Name:  	Alex Zemkoski 	 
	 	 	Title:  	Vice President 	 
	 



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	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	/s/ Jay Sartain
 	 
	 	 	Name:  	Jay Sartain 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	CAPITAL ONE, N.A., as a Lender

 	 
	 	By:  	/s/ Michael Higgins
 	 
	 	 	Name:  	Michael Higgins 	 
	 	 	Title:  	Vice President 	 
	 



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	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/ Christopher S. Parada
 	 
	 	 	Name:  	Christopher S. Parada 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	BARCLAYS BANK PLC, as a Lender

 	 
	 	By:  	/s/ Nicholas Bell
 	 
	 	 	Name:  	Nicholas Bell 	 
	 	 	Title:  	Director 	 
	 



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