exv10w1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS
SECOND AMENDMENT TO CREDIT AGREEMENT (herein called the
“Amendment”) made as of March 10,
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 Second Amendment to Credit Agreement.




     “Amendment Documents” means this Amendment and all other documents or
instruments delivered in connection herewith or therewith.




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



 









 






ARTICLE II.




AMENDMENT TO ORIGINAL AGREEMENT




     Section 2.1. Applicable Margin. The definition of “Applicable Margin” in Section 1.01
of the Original Agreement is hereby amended in its entirety to read as follows:




     ““Applicable Margin” means, on any date, with respect to each Loan, an amount
determined by reference to the ratio of Total Outstandings on such date to the Borrowing
Base on such date in accordance with the table below:



	 	 	 	 	 
	 	 	Applicable	 	Applicable
	Ratio of Total	 	Margin for	 	Margin for
	Outstandings to	 	Eurodollar	 	Base Rate
	Borrowing Base	 	Rate Loans	 	Loans
	less than .50 to 1
	 	1.750%
	 	0.750%
	greater than or equal to .50

to 1 but 

less than .75 to 1
	 	2.000%
	 	0.750%
	greater than or equal to .75

to 1 but 

less than .90 to 1
	 	2.250%
	 	1.000%
	greater than or equal to .90

to 1
	 	2.500%
	 	  1.250%”






     Section 2.2. Commitment Fee Percentage. The definition of “Commitment Fee Percentage”
in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows:




     ““Commitment Fee Percentage” means, on any date, the percentage determined
pursuant to the table below based on the ratio of the Total Outstandings on such date to the
Borrowing Base in effect on such date:



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	Ratio of Total	 	 
	Outstandings to	 	Commitment Fee
	Borrowing Base	 	Percentage
	less than .50 to 1
	 	0. 375%
	greater than or equal to .50 to 1 but less than .75 to 1
	 	0. 375%
	greater than or equal to .75 to 1 but less than .90 to 1
	 	0.375%
	greater than or equal to

        .90 to 1
	 	  0.500%”






     Section 2.3. Interest Rate Matters.



     (a) The definitions of “Base Rate”, “Eurodollar Rate” and “Eurodollar Rate Loan” in Section
1.01 of the Original Agreement are hereby amended in their entirety to read as follows:




““Base Rate” means, for any day, a rate per annum equal to the highest of (a) the
Prime Rate for such day, (b) the sum of 0.50% plus the Federal Funds Rate for such day and
(c) except during a LIBOR Unavailability Period, the Eurodollar Rate for such day plus 1.00%
per annum. “Prime Rate” means the rate of interest in effect for such day as publicly
announced from time to time by the Administrative Agent as its “prime rate.” The “prime
rate” is a rate set by the Administrative Agent based upon various factors including the
Administrative Agent’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such rate announced by the
Administrative Agent shall take effect at the opening of business on the day specified in
the public announcement of such change.”



     ““Eurodollar Rate” means:




(a) For any Interest Period with respect to a Eurodollar Rate Loan, the rate per
annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing quotations of
BBA LIBOR as designated by the Administrative Agent from time to time), at
approximately 11:00 a.m., London time, two London banking days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest Period, or (ii)
if such published rate is not available at such time for any reason, then the
“Eurodollar Rate” for such Interest Period shall be the rate per annum determined by
the Administrative Agent to be the rate at which deposits in Dollars for delivery on
the first day of such Interest Period in same day funds in the approximate amount of
the Eurodollar Rate Loan being made, continued or converted by Bank of America and
with a term equivalent to such Interest Period would be offered by Bank of America’s
London Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two London banking days prior to
the commencement of such Interest Period.



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(b) For any interest rate calculation with respect to a Base Rate Loan, the rate per
annum equal to (i) BBA LIBOR, as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as designated by the
Administrative Agent from time to time), at approximately 11:00 a.m., London time,
two London banking days prior to the date of determination for Dollar deposits being
delivered in the London interbank market for a term of one month commencing that day
or (ii) if such published rate is not available at such time for any reason, the
rate determined by the Administrative Agent to be the rate at which deposits in
dollars for delivery on the date of determination in same day funds in the
approximate amount of the Base Rate Loan being made by Bank of America and with a
term equal to one month would be offered by Bank of America’s London Branch to major
banks in the London interbank eurodollar market at their request at approximately
11:00 a.m., London time, two London banking days prior to the date of determination.




In the event that the Board of Governors of the Federal Reserve System shall impose a
Reserve Percentage with respect to eurodollar deposits of any Lender, then for any period
during which such Reserve Percentage shall apply, the Eurodollar Rate shall be equal to the
amount determined above divided by an amount equal to 1.00 minus the Reserve Percentage.
“Reserve Percentage” means the maximum aggregate reserve requirement (including all
basic, supplemental, marginal, special, emergency and other reserves) which is imposed on
member banks of the Federal Reserve System against “Eurocurrency Liabilities” as defined in
Regulation D. Without limiting the effect of the foregoing, the Reserve Percentage shall
reflect any other reserves required to be maintained by such member banks with respect to
(a) any category of liabilities which includes deposits by reference to which the Eurodollar
Rate is to be determined, or (b) any category of extensions of credit or other assets which
include Eurodollar Rate Loans. The Eurodollar Rate for any Eurodollar Rate Loan shall
change whenever the Reserve Percentage changes.”




““Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the
rate described in clause (a) of the definition of “Eurodollar Rate”.”



     (b) The following definitions are hereby added to Section 1.01 of the Original Agreement in
appropriate alphabetical order:




““LIBOR Unavailability Period” means any period of time during which a notice
delivered to the Borrower in accordance with Section 3.03 shall remain in force and effect.”



     (c) Section 3.03 of the Original Agreement is hereby amended in its entirety to read as
follows:



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“Section 3.03 Inability to Determine Rates. If the Required Lenders determine that for any
reason in connection with any request for a Eurodollar Rate Loan or a conversion thereto or
continuation thereof or any request for a Base Rate Loan or a conversion thereto that (a) in
the case of a proposed Eurodollar Rate Loan, Dollar deposits are not being offered to banks
in the London interbank eurodollar market for the applicable amount and Interest Period of
such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining
the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan or in connection with a Base Rate Loan, or (c) the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection
with a Base Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, the Administrative Agent will promptly so notify the Borrower and each
Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans
shall be suspended and clause (c) of the definition of “Base Rate” shall not be applicable,
until the Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request for a
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will
be deemed to have converted such request into a request for a Borrowing of Base Rate Loans
in the amount specified therein.”



     Section 2.4. Borrowing Base. The Borrower, the Administrative Agent and the Lenders
agree that from the Effective Date (as defined below) until the next redetermination or adjustment
thereof, the Borrowing Base shall be $240,000,000.



ARTICLE III.




CONDITIONS OF EFFECTIVENESS




     Section 3.1. Conditions to Effectiveness of Amendment. This Amendment shall become
effective when and only when the Administrative Agent shall have received executed counterparts of
this Amendment (or a consent to this Amendment) from the Required Lenders and the following
condition precedent has been satisfied (the date such conditions are so satisfied herein called the
“Effective Date”):




(a) The Administrative Agent’s receipt of counterparts of the Amendment Documents executed
by the applicable Credit Parties sufficient in number for distribution to the Administrative
Agent and the Borrower, each of which shall be originals or telecopies (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible Officer of
the signing Credit Party, each dated the Effective Date and each in form and substance
satisfactory to the Administrative Agent.



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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
Effective Date (including, for all purposes, after giving effect to the Amendment Documents as
“Loan Documents” referred to therein), 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.



ARTICLE V.




MISCELLANEOUS




     Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended is
hereby ratified and confirmed in all respects. The other 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 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.



     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 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 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 5.4. 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 and the other
Amendment Documents may be validly executed by facsimile or other electronic transmission.



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     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.



[The remainder of this page has been intentionally left blank.]





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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 	 
	 





 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as 

Administrative Agent, L/C Issuer and a Lender

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








 









 











	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Henry R. Biedrzycki
 	 
	 	 	Name:  	Henry R. Biedrzycki 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ Michele Jones
 	 
	 	 	Name:  	Michele Jones 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                        /s/ Polly Schott
 	 
	 	 	Name:  	Polly Schott 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ Page Dillehunt
 	 
	 	 	Name:  	Page Dillehunt 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Michael D. Willis
 	 
	 	 	Name:  	Michael D. Willis 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ David Mills
 	 
	 	 	Name:  	David Mills 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ Rebecca L. Wilson
 	 
	 	 	Name:  	Rebecca L. Wilson 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
as a Lender

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



 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ Whitney Randolph
 	 
	 	 	Name:  	Whitney Randolph 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                   /s/ Josh Patterson
 	 
	 	 	Name:  	Josh Patterson 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE FROST NATIONAL BANK, as a Lender

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	/s/ Don J. McKinnerney
 	 
	 	 	Name:  	Don J. McKinnerney 	 
	 	 	Title:  	Authorized Signatory