exv10w1



 






Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) made as of December
29, 2005 by and among Encore Acquisition Company, a Delaware corporation (“Borrower”), Encore
Operating, L.P., a Texas limited partnership (“Operating”), Bank of America, N.A., as
Administrative Agent (“Administrative Agent”) and L/C Issuer, and the Lenders party to the Original
Agreement defined below (“Lenders”).



W I T N E S S E T H:




     WHEREAS, Borrower, Operating, Administrative Agent, L/C Issuer and Lenders entered into that
certain Credit Agreement dated as of August 19, 2004, as amended by that certain First Amendment to
Credit Agreement dated as of April 29, 2005, and as further amended by that certain Second
Amendment to Credit Agreement dated as of November 14, 2005 (as so 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 Lenders became obligated to make loans to
Borrower as therein provided; and



     WHEREAS, Borrower, Operating, Administrative Agent, L/C Issuer and Lenders 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 Lenders and L/C Issuer to 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 Third Amendment to Credit Agreement.




     “Amendment Documents” means this Amendment, the Consent and Agreement of the
Guarantors relating to this Amendment and all other documents or instruments delivered in
connection herewith or therewith.


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



ARTICLE II.




AMENDMENTS TO ORIGINAL AGREEMENT





     Section 2.1. Defined Terms.




     (a) The definition of “Maturity Date” in Section 1.01 of Original Agreement is hereby
amended in its entirety to read as follows:




               “‘Maturity Date’ means December 29, 2010.”



     (b) The definition of “Permitted Subordinate Debt” in Section 1.01 of Original
Agreement is hereby amended in its entirety to read as follows:




               “‘Permitted Subordinate Debt’ means, collectively, (a) Debt of the Borrower,
and Debt constituting Guarantees thereof by Restricted Subsidiaries, resulting from the
issuance of the Borrower’s 6.25% Senior Subordinated Notes Due 2014 in an outstanding
principal balance of $150,000,000 (the “Original Issuance”), (b) Debt of the Borrower, and
Debt constituting Guarantees thereof by Restricted Subsidiaries, resulting from the issuance
of the Borrower’s 6.00% Senior Subordinated Notes Due July 15, 2015 in an aggregate
outstanding principal balance of $300,000,000, (c) Debt of the Borrower, and Debt
constituting Guarantees thereof by Restricted Subsidiaries, resulting from the issuance of
the Borrower’s 7.25% Senior Subordinated Notes Due 2017 in an outstanding principal balance
of $150,000,000, (d) Debt of the Borrower, and Debt constituting Guarantees thereof by
Restricted Subsidiaries, resulting from the issuance of the Borrower’s senior subordinated
unsecured notes, which (1) is fully subordinated to the Obligations to the same extent set
forth in the Original Issuance, unless otherwise approved by Required Lenders, (2) is not
subject to negative covenants or events of default (or other provisions which have the same
effect as negative covenants or events of default) which, taken as a whole, are materially
more restrictive on the Borrower than those set forth in the Original Issuance, unless
otherwise approved by Required Lenders, and (3) does not have a maturity date prior to the
maturity date relative to the Original Issuance, and any Permitted Refinancing of any Debt
incurred under this clause (d), provided that the aggregate principal amount of any
Debt at any time outstanding under this clause (d) plus all Permitted Refinancings
thereof pursuant to the following clause (e) (or, if such Debt is issued at a
discount, the initial issuance price thereof) shall not exceed $150,000,000 in the aggregate
(plus, in the case of such Permitted Refinancing, the amount of any premiums paid and
reasonable expenses incurred in connection with any such Permitted Refinancing), and (e) any
Permitted Refinancing of items (a), (b), (c) and (d).”




     (c) The definition of “Redetermination Date” in Section 1.01 of Original Agreement is
hereby amended in its entirety to read as follows:




               “‘Redetermination Date’ means (a) with respect to any Scheduled
Redetermination, each April 1 and October 1, commencing April 1, 2006, (b) with


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respect to any Special Redetermination, the first day of the first month which is not
less than twenty (20) Business Days following the date of a request for a Special
Redetermination, and (c) with respect to any redetermination pursuant to Section
2.13(d), the date upon which any Credit Party completes any Asset Disposition.”



               (d) The second sentence of the definition of “Reserve Report” in Section 1.01 of Original
Agreement is hereby amended in its entirety to read as follows:



               “Each Reserve Report required to be delivered pursuant to Section 2.13(a),
prepared as of December 31, shall be prepared by the Approved Petroleum Engineer.”



     Section 2.2. Reserve Report; Proposed Borrowing Base. Clause (a) of Section 2.13 of
the Original Agreement is hereby amended in its entirety to read as follows:




     “(a) Reserve Report; Proposed Borrowing Base. As soon as available and in any
event by February 28 and August 31 of each year commencing February 28, 2006, the Borrower
shall deliver to Administrative Agent and each Lender a Reserve Report prepared as of the
immediately preceding December 31 and June 30, respectively. Simultaneously with the
delivery to Administrative Agent and each Lender of each Reserve Report, the Borrower shall
notify Administrative Agent and each Lender of the amount of the Borrowing Base which the
Borrower requests become effective on the next Redetermination Date (or such date promptly
following such Redetermination Date as Required Lenders shall elect).”



     Section 2.3. Borrowing Base. Clause (e) of Section 2.13 of the Original Agreement is
hereby amended in its entirety to read as follows:




     “(e) Permitted Subordinate Debt Adjustment. In addition to Scheduled
Redeterminations, Special Redeterminations and Asset Disposition adjustments, as set forth
above in subsection 2.13(d), if Debt described in clause (d) of the definition of
Permitted Subordinate Debt is issued in any amount, the Borrowing Base then if effect
pursuant to the terms of this Section 2.13 shall be automatically reduced by $50,000,000.
Each determination of the Borrowing Base after such a reduction shall be determined and
stated taking such Permitted Subordinate Debt into account in lieu of such automatic
reduction.”



     Section 2.4. Borrowing Base Redetermination. The Borrower, the Administrative Agent
and Lenders agree that from and after the date hereof until the next redetermination or adjustment
thereof, the Borrowing Base shall be $550,000,000.



     Section 2.5. Reports. Clause (i) of Section 6.01 of the Original Agreement is hereby
amended in its entirety to read as follows:




     “(i) no later than February 28 and August 31 of each year, reports of production,
volumes, revenue, expenses and product prices for all Mineral Interests owned by any Credit
Party for the periods of six (6) months ending the preceding December 31 and June 30,
respectively. Such reports shall be prepared on an accrual basis and shall be reported on
an accounting key code basis;”


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     Section 2.6. Mortgages. Upon request of Administrative Agent, but in no event later
than August 1, 2008, Borrower and Operating agree to amend any and all Mortgages, in a manner
reasonably satisfactory to Administrative Agent, in order to amend the maturity date referenced
therein to the Maturity Date in the Original Agreement, as amended.



     Section 2.7. Amendment to Schedule. Schedule 2.01 (“Commitments and
Applicable Percentages”) of the Original Agreement is hereby amended in its entirety and replaced
with Schedule 2.01 attached hereto as Exhibit A.



     Section 2.8. Waiver. Administrative Agent and each Lender hereby waive any Default
occurring prior to the date hereof to the extent resulting from the Borrower providing the Reserve
Report prepared as of June 30 of each year prepared by Borrower’s in-house staff instead of by the
Approved Petroleum Engineer.



ARTICLE III.




CONDITIONS OF EFFECTIVENESS




     Section 3.1. Effective Date. This Amendment shall become effective (the “Effective
Date”) when and only when:




     (a) Administrative Agent shall have received all of the following, at Administrative Agent’s
office, duly executed and delivered and in form and substance satisfactory to Administrative Agent,
all of the following:




     (i) this Amendment executed by the Borrower, Operating and one hundred percent
(100%) of the Lenders;




     (ii) the Consent and Agreement relating to this Amendment executed by each
Guarantor;




     (iii) the written opinion of counsel to Borrower-Related Parties, addressed to
Administrative Agent, to the effect that this Amendment and the other Amendment
Documents have been duly authorized, executed and delivered by Borrower and
Operating and that the Amendment and the other Amendment Documents constitute the
legal, valid and binding obligations of the Borrower-Related Parties as applicable,
enforceable in accordance with their terms (subject, as to enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency and similar laws and to
moratorium laws and other laws affecting creditors’ rights generally from time to
time in effect);




     (iv) certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of each Credit Party as the
Administrative Agent may require evidencing the identity, authority and capacity of
each Responsible Officer thereof authorized to act as a Responsible Officer in
connection with this Amendment, the other Amendment Documents and the other Loan
Documents to which such Credit Party is a party, and certifying that all


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articles of incorporation and bylaws or similar documents of each Credit Party
are true and correct and/or certifying that such organizational documents remain
enforceable and have not been amended or altered since the date of last
certification; and




(v) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Credit Party is duly organized or formed,
validly existing, in good standing and qualified to engage in business in each
jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires such qualification, except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.




     (b) Borrower shall have paid, in connection with this Amendment and the Loan Documents, all
other fees and reimbursements to be paid to Administrative Agent pursuant to this Amendment or any
Loan Documents, or otherwise due Administrative Agent and including fees and disbursements of
Administrative Agent’s attorneys.



ARTICLE IV.




REPRESENTATIONS AND WARRANTIES




     Section 4.1. Representations and Warranties. In order to induce L/C Issuer and each
Lender to enter into this Amendment, Borrower and Operating represent and warrant to L/C Issuer and
each Lender that:



     (a) The representations and warranties contained in Article V of the Original Agreement are
true and correct on the Effective Date, 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, and except for purposes of this Amendment, the representations and warranties contained in
subsections (a) and (b) of Section 5.04 of the Credit Agreement shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of
the Credit Agreement.



     (b) Each Credit Party is duly authorized to execute and deliver this Amendment and the other
Amendment Documents (to the extent such Credit Party is a party to this Amendment and the other
Amendment Documents) and is and will continue to be duly authorized to borrow monies and to perform
its obligations under the Credit Agreement. Each Credit Party has duly taken all company action
necessary to authorize the execution and delivery of this Amendment and the other Amendment
Documents (to the extent that such Credit Party is a party to this Amendment and the other
Amendment Documents) and to authorize the performance of its obligations hereunder and thereunder.



     (c) The execution and delivery by each Credit Party of this Amendment and the other Amendment
Documents (to the extent that such Credit Party is a party to this Amendment and the other
Amendment Documents), the performance each Credit Party of its obligations hereunder and thereunder
and the consummation of the transactions contemplated hereby and thereby do not and will not
conflict with any provision of Law or of the Organization Documents


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of such Credit Party, or of any material agreement, judgment, license, order or permit
applicable to or binding upon such Credit Party, or, except as provided hereby, result in the
creation of any Lien upon any assets or properties of such Credit Party. Except for those which
have been obtained, no consent, approval, authorization or order of any court or Governmental
Authority or third party is required in connection with the execution and delivery by any Credit
Party of this Amendment and the other Amendment Documents (to the extent that such Credit Party is
a party to this Amendment and the other Amendment Documents) or to consummate the transactions
contemplated hereby and thereby.




     (d) When duly executed and delivered, each of this Amendment, the Amendment Documents and the
Credit Agreement will be a legal and binding obligation of each Credit Party (to the extent that
such Credit Party is a party to this Amendment and the other Amendment Documents), enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency or similar Laws of general
application relating to the enforcement of creditors’ rights and by equitable principles of general
application.



     (e) The audited annual consolidated and consolidating financial statements of Borrower dated
as of December 31, 2004, and the unaudited consolidated and consolidating balance sheets,
statements of income and statements of cash flow of the Borrower dated as of September 30, 2005
fairly present the financial position at such dates and the statement of operations and the changes
in financial position for the periods ending on such dates for the Borrower-Related Parties.
Copies of such financial statements have heretofore been delivered to L/C Issuer and each Lender.
Since such date, no Material Adverse Change has occurred.



ARTICLE V.




MISCELLANEOUS




     Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended is
hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or
affected by the various Amendment 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
and the other Amendment Documents shall not, except as expressly provided herein or therein,
operate as a waiver of any right, power or remedy of L/C Issuer or Lenders under the Credit
Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the
Credit Agreement, the Notes or any other Loan Document.



     Section 5.2. Ratification of Security Documents. Borrower, Operating, Administrative
Agent, L/C Issuer and Lenders each acknowledge and agree that any and all indebtedness, liabilities
or obligations, arising under or in connection with the L/C Obligations or the Notes, are
Obligations and are secured indebtedness under, and are secured by, the Pledge Agreement and the
Mortgages. Borrower and Operating hereby re-pledges, re-grants and re-assigns a security interest
in and lien on every asset of Borrower and Operating described as Collateral in the Pledge
Agreement and as Mortgaged Property in Section 2.2 of the Mortgages.


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     Section 5.3. 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, including without limitation the making or granting of the Loans, and
shall further survive until all of the Obligations are paid in full. All statements and agreements
contained in any certificate or instrument delivered by any Credit Party hereunder or under the
Credit Agreement to L/C Issuer or any Lender shall be deemed to constitute representations and
warranties by, and/or agreements and covenants of, Borrower and Operating under this Amendment and
under the Credit Agreement.



     Section 5.4. Loan Documents. This Amendment and the other Amendment Documents are
each a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply
hereto and thereto.



     Section 5.5. Provisions Regarding New Lenders and Commitments:



     (a) Each of the parties signatory hereto in the capacity as Lenders who were not Lenders under
the Original Agreement (the “New Lenders”) hereby represents and warrants that it has received a
copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Amendment and become a Lender under the Credit Agreement, it has made such analysis and
decision independently and without reliance on the Administrative Agent, L/C Issuer or any other
Lender. The Borrower, Operating, Administrative Agent, LC Issuer, each Lender under the Original
Agreement and each New Lender (i) agrees that from and after the Effective Date, each new Lender
shall be a Lender under the Credit Agreement, bound by the provisions thereof as a Lender
thereunder, and, to the extent of its Commitment, shall have the rights and obligations of a Lender
thereunder.



     (b) From and after the Effective Date, the Lenders, including the New Lenders, shall have the
respective Commitments as set forth on Schedule 2.01 attached hereto as Exhibit A.



     (c) The Lenders hereby authorize the Administrative Agent and the Borrower to request
borrowings from the Lenders and to make prepayments of Loans in order to ensure that, upon the
Effective Date, the Loans of the Lenders, including the New Lenders, shall be outstanding on a
ratable basis in accordance with their respective Applicable Percentages and that the Commitments
shall be as set forth on Schedule 2.01, as amended by this Amendment and attached hereto as
Exhibit A, and no such borrowing, prepayment or reduction shall violate any provisions of the
Credit Agreement. The Lenders hereby confirm that, from and after the Effective Date, all
participations of the Lenders in respect of Letters of Credit outstanding hereunder pursuant to
Section 2.03(c) shall be based upon the Applicable Percentages of the Lenders (after giving
effect to this Amendment).



     Section 5.6. Governing Law. This Amendment shall be governed by and construed in
accordance the Laws applicable to the Credit Agreement.



     Section 5.7. Counterparts; Fax. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each of which when so


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executed shall be deemed to constitute one and the same Amendment. This Amendment and the
other Amendment Documents 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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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	ENCORE ACQUISITION COMPANY
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ L. Ben Nivens
	 	 	 	 	 
	 	 	 	 	L. Ben Nivens
	 	 	 	 	Senior Vice President, Chief Financial Officer
	 	 	 	 	Treasurer and Corporate Secretary
	 
	 	 	 	 	 	 
	 	 	ENCORE OPERATING, L.P.
	 
	 	 	 	 	 	 
	 	 	By: EAP Operating, Inc., its sole general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ L. Ben Nivens
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	L. Ben Nivens
	 

	 	 	 	 	 	Senior Vice President, Chief Financial
	 

	 	 	 	 	 	Officer, Treasurer and Corporate
	 

	 	 	 	 	 	Secretary




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	 	 	BANK OF AMERICA, N.A.,
	 	 	as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Todd G. MacNeill
	 

	 	 	 	 
	 

	 	 	 	Name: Todd G. MacNeill
	 

	 	 	 	Title: Assistant Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
	 	 	as L/C Issuer and a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Rathkamp
	 

	 	 	 	 
	 

	 	 	 	Name: Jeffrey H. Rathkamp
	 

	 	 	 	Title: Principal





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	 	 	FORTIS CAPITAL CORP., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Trond Rokholdt
	 

	 	 	 	 
	 

	 	 	 	Name: Trond Rokholdt
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michele Jones
	 

	 	 	 	 
	 

	 	 	 	Name: Michele Jones
	 

	 	 	 	Title: Senior Vice President




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	 	 	WACHOVIA BANK, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Humphreys
	 

	 	 	 	 
	 

	 	 	 	Name: David Humphreys
	 

	 	 	 	Title: Director






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	 	 	CITICORP NORTH AMERICA, INC., as a Lender	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	    /s/   Ashish Sethi	 	 
	 

	 	 	 	 

    Name: Ashish Sethi
	 	 
	 

	 	 	 	    Title: Vice President	 	 






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	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/   Larry Robinson	 	 
	 

	 	 	 	 
   Name:
Larry Robinson
	 	 
	 

	 	 	 	   Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/   Betsy Jocher	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	   Name: Betsy Jocher	 	 
	 

	 	 	 	   Title: Vice President	 	 





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	 	 	CALYON NEW YORK BRANCH, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/   Page Dillehunt	 	 
	 

	 	 	 	 

  Name: Page Dillehunt
	 	 
	 

	 	 	 	  Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/   Michael Willis	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	  Name: Michael Willis	 	 
	 

	 	 	 	  Title: Vice President	 	 






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	 	COMERICA BANK, as a Lender

 	 
	 	By:  	  /s/    Peter L. Setzik
 	 
	 	 	  Name:  	  Peter L. Setzik 	 
	 	 	  Title:  	  Vice President 	 
	 



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	 	THE FROST NATIONAL BANK, as a Lender

 	 
	 	By:  	  /s/    John S. Warren
 	 
	 	 	  Name:  	  John S. Warren 	 
	 	 	  Title:  	  Senior Vice President 	 
	 



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	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	  /s/    Thomas Rajan
 	 
	 	 	  Name:  	  Thomas Rajan 	 
	 	 	  Title:  	  Vice President 	 
	 



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	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	  /s/    John A. Fields, Jr.
 	 
	 	 	  Name:  	  John A. Fields, Jr. 	 
	 	 	  Title:  	  Managing Director 	 
	 



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	 	COMPASS BANK, as a Lender

 	 
	 	By:  	  /s/    Dorothy Marchand
 	 
	 	 	  Name:  	  Dorothy Marchand 	 
	 	 	  Title:  	  Senior Vice President 	 
	 



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	 	UNION BANK OF CALIFORNIA, N.A., as a Lender

 	 
	 	By:  	  /s/    Alison Fuqua
 	 
	 	 	  Name:  	  Alison Fuqua 	 
	 	 	  Title:  	  Investment Banking Officer 	 
	 
	 	 	 
	 	By:  	                                                /s/    Kimberly Coil
 	 
	 	 	  Name:  	  Kimberly Coil 	 
	 	 	  Title:  	  Vice President 	 
	 



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	 	BANK OF SCOTLAND, as a Lender

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



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	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	  /s/    Mark E. Thompson
 	 
	 	 	  Name:  	  Mark E. Thompson 	 
	 	 	  Title:  	  Vice President 	 
	 



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	 	NATEXIS BANQUES POPULAIRES, as a Lender

 	 
	 	By:  	  /s/    Donovan C. Broussard
 	 
	 	 	  Name:  	  Donovan C. Broussard 	 
	 	 	  Title:  	  Vice President & Group Manager 	 
	 
	 	 	 
	 	By:  	  /s/    Daniel Payer
 	 
	 	 	  Name:  	  Daniel Payer 	 
	 	 	  Title:  	  Vice President 	 
	 



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EXHIBIT A




SCHEDULE 2.01




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	Lender	 	Commitment	 	Percentage
	Bank of America, N.A.

	 	$	68,181,818.18	 	 	 	9.090909091	%
	 
	 	 	 	 	 	 	 	 
	Fortis Capital Corp.

	 	$	68,181,818.18	 	 	 	9.090909091	%
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	$	68,181,818.18	 	 	 	9.090909091	%
	 
	 	 	 	 	 	 	 	 
	Citicorp North America, Inc.

	 	$	68,181,818.18	 	 	 	9.090909091	%
	 
	 	 	 	 	 	 	 	 
	BNP Paribas

	 	$	68,181,818.18	 	 	 	9.090909091	%
	 
	 	 	 	 	 	 	 	 
	Calyon New York Branch

	 	$	47,727,272.73	 	 	 	6.363636364	%
	 
	 	 	 	 	 	 	 	 
	SunTrust Bank

	 	$	47,727,272.73	 	 	 	6.363636364	%
	 
	 	 	 	 	 	 	 	 
	Comerica Bank

	 	$	40,909,090.91	 	 	 	5.454545455	%
	 
	 	 	 	 	 	 	 	 
	The Frost National Bank

	 	$	40,909,090.91	 	 	 	5.454545455	%
	 
	 	 	 	 	 	 	 	 
	KeyBank National Association

	 	$	40,909,090.91	 	 	 	5.454545455	%
	 
	 	 	 	 	 	 	 	 
	Compass Bank

	 	$	40,909,090.91	 	 	 	5.454545455	%
	 
	 	 	 	 	 	 	 	 
	Union Bank of
California, N.A.

	 	$	40,909,090.91	 	 	 	5.454545455	%
	 
	 	 	 	 	 	 	 	 
	Bank of Scotland

	 	$	40,909,090.91	 	 	 	5.454545455	%
	 
	 	 	 	 	 	 	 	 
	U.S. Bank National Association

	 	$	34,090,909.09	 	 	 	4.545454545	%
	 
	 	 	 	 	 	 	 	 
	Natexis Banques Populaires

	 	$	34,090,909.09	 	 	 	4.545454545	%
	 
	 	 	 	 	 	 	 	 
	Total

	 	$	750,000,000.00	 	 	 	100.000000000	%






[Schedule 2.01]




 









 








[Third Amendment]




CONSENT AND AGREEMENT




     Each of the undersigned hereby consents to the provisions of this Amendment and the
transactions contemplated herein and hereby, with respect to each Loan Document executed by it, (a)
ratifies and confirms the Guaranty, the Pledge Agreement, the Mortgages and all other Loan
Documents, each as amended, supplemented, modified or restated hereby, (b) agrees that all of its
respective obligations and covenants under the Guaranty, the Pledge Agreement, the Mortgages and
all other Loan Documents, each as amended, supplemented, modified or restated hereby, shall remain
unimpaired by the execution and delivery of this Amendment and the other documents and instruments
executed in connection therewith, (c) agrees there are no offsets, claims or defenses of the
undersigned with respect to the Guaranty, the Pledge Agreement or the Mortgages nor, to the
knowledge of the undersigned, with respect to the Loans, (d) agrees the Guaranty, the Pledge
Agreement and the Mortgages are not released, diminished or impaired in any way by the transactions
contemplated in connection with this Amendment, (e) agrees that any and all indebtedness,
liabilities or obligations, arising under or in connection with the L/C Obligations or the Notes,
are Obligations and are secured indebtedness under, and are secured by, the Pledge Agreement and
the Mortgages and hereby re-pledges, re-grants and re-assigns a security interest in and lien on
each of its assets described as Collateral in the Pledge Agreement and as Mortgaged Property or in
Section 2.2 of the Mortgages, and (f) agrees that the Guaranty, the Pledge Agreement, the Mortgages
and all other Loan Documents, each as amended, supplemented, modified or restated hereby, shall
remain in full force and effect.



	 	 	 	 	 
	 	 	EAP OPERATING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ L. Ben Nivens
	 

	 	 	 	 
	 	 	L. Ben Nivens
	 	 	Senior Vice President, Chief Financial Officer,
	 	 	Treasurer and Corporate Secretary






	 	 	 	 	 
	 	ENCORE OPERATING LOUISIANA, LLC

 	 
	 	By:  	  /s/  Thomas H. Olle
 	 
	 	 	Thomas H. Olle, President 	 
	 	 	 	 



	 	 	 	 	 
	 	EAP ENERGY, INC.

 	 
	 	By:  	/s/  L. Ben Nivens
 	 
	 	 	     L. Ben Nivens 	 
	 	 	     Senior Vice President, Chief Financial

     Officer, Treasurer and Corporate Secretary 	 
	 



[Consent and Agreement]




 









 








	 	 	 	 	 
	 	EAP ENERGY SERVICES, L.P.	 
	 	By:  	EAP Energy, Inc., its sole general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                         /s/  L. Ben Nivens
 	 
	 	 	L. Ben Nivens 	 
	 	 	Senior Vice President, Chief Financial Officer
Treasurer and Corporate Secretary 	 
	 



	 	 	 	 	 
	 	EAP PROPERTIES, INC.

 	 
	 	By:  	/s/  L. Ben Nivens
 	 
	 	 	L. Ben Nivens 	 
	 	 	Senior Vice President, Chief Financial Officer

Treasurer and Corporate Secretary 	 
	 



[Consent and Agreement]