8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2009

ENCORE ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-16295	75-2759650
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 Main Street, Suite 1400, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (817) 877-9955

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-99.1

Item 1.01 Entry into a Material Definitive Agreement.

     On March 10, 2009, Encore Acquisition Company (“EAC”) amended its Amended and Restated Credit Agreement, dated as of March 7, 2007 (as amended, the “EAC Credit Agreement”), by and among EAC, Encore Operating, L.P., a wholly owned subsidiary of EAC, Bank of America, N.A., as administrative agent, and the lenders party thereto (such amendment being hereinafter referred to as the “Third Amendment”), to modify, among other things, the definitions of “Applicable Margin,” “Commitment Fee Percentage,” “Base Rate,” and “Eurodollar Rate.” Loans under the EAC Credit Agreement are subject to varying rates of interest based on (1) the total outstanding borrowings in relation to the borrowing base and (2) whether the loan is a Eurodollar loan or a base rate loan. Eurodollar loans bear interest at the Eurodollar rate plus the “Applicable Margin” indicated in the following table, and base rate loans bear interest at the base rate plus the “Applicable Margin” indicated in the following table:

	Applicable Margin for			Applicable Margin			for
Ratio of Total Outstanding Borrowings to Borrowing Base	Eurodollar Loans			Base Rate Loans
Less than .50 to 1		1.750	%		0.500	%
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	%

     The “Eurodollar Rate” for any interest period (either one, two, three, or six months, as selected by EAC) is the rate equal to the British Bankers Association LIBOR Rate for deposits in dollars for a similar interest period. The “Base Rate” is calculated as the highest of (1) the annual rate of interest announced by Bank of America, N.A. as its “prime rate,” (2) the federal funds effective rate plus 0.5 percent, and (3) except during a “LIBOR Unavailability Period,” the “Eurodollar Rate” (for dollar deposits for a one-month term) for such day plus 1.0 percent.

     EAC incurs a commitment fee on the unused portion of the borrowing base under the EAC Credit Agreement determined based on the ratio of amounts outstanding under the EAC Credit Agreement to the borrowing base in effect on such date. The following table summarizes the “Commitment Fee Percentage” under the EAC Credit Agreement:

	Commitment
Ratio of Total Outstanding Borrowings to Borrowing Base	Fee Percentage
Less than .90 to 1		0.375	%
Greater than or equal to .90 to 1		0.500	%

     In addition, the Third Amendment provides that the borrowing base under the EAC Credit Agreement is $900 million.

     This Current Report on Form 8-K contains only a summary of the Third Amendment. The summary does not purport to be a complete summary of the Third Amendment and is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

     Bank of America, N.A., the other lenders under the EAC Credit Agreement, and their affiliates or predecessors have in the past performed, and may in the future from time to time perform, investment banking, advisory, general financial and commercial services for EAC and its subsidiaries for which they have in the past received, and may in the future receive, customary fees and reimbursement of expenses.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

10.1	Third Amendment to Amended and Restated Credit Agreement, dated as of March 10, 2009, by and among Encore Acquisition Company, Encore Operating, L.P., Bank of America, N.A., as administrative agent and L/C issuer, and the lenders party thereto.
99.1	Press Release dated March 10, 2009 regarding the Third Amendment.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENCORE ACQUISITION COMPANY
Date: March 11, 2009	By:	/s/ Andrea Hunter
		Andrea Hunter
		Vice President, Controller, and Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Third Amendment to Amended and Restated Credit Agreement, dated as of March 10, 2009, by and among Encore Acquisition Company, Encore Operating, L.P., Bank of America, N.A., as administrative agent and L/C issuer, and the lenders party thereto.
99.1	Press Release dated March 10, 2009 regarding the Third Amendment.

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called the “Amendment”) made as of March 10, 2009 by and among Encore Acquisition Company, a Delaware corporation (the “Borrower”), Encore Operating, L.P., a Texas limited partnership (“Operating”), Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) and L/C Issuer (the “L/C Issuer”), and the Lenders party hereto.

W I T N E S S E T H:

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

     WHEREAS, the Borrower, Operating, 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 Third Amendment to Amended and Restated 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.

     “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%	0.500%
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:

“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

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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 $900,000,000.

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.

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 Operating represent and warrant to the L/C Issuer and each Lender that the representations and warranties contained in Article V of

5

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, 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.

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.

     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 ACQUISITION COMPANY
By:	/s/ Robert C. Reeves
	Robert C. Reeves, Senior Vice President,
	Chief Financial Officer and Treasurer
ENCORE OPERATING, L.P.
By:	EAP Operating, LLC., its sole general partner
	By:	/s/ Robert C. Reeves Robert C. Reeves, Senior Vice President,
		Chief Financial Officer and Treasurer

BANK OF AMERICA, N.A., as the Administrative Agent, L/C Issuer, and a Lender
By:	/s/ Jeffrey H. Rathkamp
	Name:	Jeffrey H. Rathkamp
	Title:	Managing Director

WACHOVIA BANK, N.A., as a Lender
By:	/s/ Henry R. Biedrzycki
	Name:	Henry R. Biedrzycki
	Title:	Director

FORTIS CAPITAL CORP., 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 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 a Lender
By:	/s/ Page Dillehunt
	Name:	Page Dillehunt
	Title:	Managing Director
By:	/s/ Michael D. Willis
	Name:	Michael D. Willis
	Title:	Director

THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By:	/s/ Lucy Walker
	Name:	Lucy Walker
	Title:	Vice President

SUNTRUST BANK, as a Lender
By:	/s/ Peter Panos
	Name:	Peter Panos
	Title:	Director

SCOTIABANC INC., as a Lender
By:	/s/ DG Mills
	Name:	DG Mills
	Title:	Managing Director

COMERICA BANK, as a Lender
By:	/s/ Rebecca L. Wilson
	Name:	Rebecca L. Wilson
	Title:	Assistant Vice President

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
By:	/s/ Randall F. Homick
	Name:	Randall F. Homick
	Title:	Authorized Signatory

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

SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:	/s/ David A. Buck
	Name:	David A. Buck
	Title:	Senior Vice President

WELLS FARGO BANK, N.A., as a Lender
By:	/s/ David C. Brooks
	Name:	David C. Brooks
	Title:	Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Daria Mahoney
	Name:	Daria Mahoney
	Title:	Vice President

DNB NOR BANK ASA, as a Lender
By:	/s/ Thomas Tangen
	Name:	Thomas Tangen
	Title:	Senior Vice President, Head of Corporate Banking
By:	/s/ Stian Lovseth
	Name:	Stian Lovseth
	Title:	Vice President

UNION BANK, 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

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Elizabeth K. Johnson
	Name:	Elizabeth K. Johnson
	Title:	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

COMPASS BANK, as a Lender
By:	/s/ Dorothy Marchand
	Name:	Dorothy Marchand
	Title:	Senior Vice President

UBS LOAN FINANCE LLC, as a Lender
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director

DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH, as a Lender
By:	/s/ Richard Hagemann
	Name:	Richard Hagemann
	Title:	First Vice President
By:	/s/ Judson Horn
	Name:	Judson Horn
	Title:	Assistant Treasurer

STERLING BANK, as a Lender
By:	/s/ Melissa A. Bauman
	Name:	Melissa A. Bauman
	Title:	Senior Vice President

[Third Amendment]

Consent and Agreement to Third Amendment to
Amended and Restated Credit Agreement dated as of March 10, 2009

     The undersigned each hereby (a) consents to the provisions of the Amendment and the transactions contemplated herein and hereby, (b) ratifies and confirms the Amended and Restated Guaranty dated as of March 7, 2007 made by it in favor of Bank of America, N.A., as the Administrative Agent, as such Guaranty has been supplemented, and the other Loan Documents to which it is a party and (c) agrees that its obligations and covenants under the Loan Documents are unimpaired hereby and shall remain in full force and effect.

EAP OPERATING, LLC
By:	/s/ Robert C. Reeves
	Robert C. Reeves
	Senior Vice President, Chief Financial Officer, and Treasurer
ENCORE OPERATING LOUISIANA, LLC
By:	/s/ Andrea Hunter
	Name:	Andrea Hunter
	Title:	Vice President
EAP PROPERTIES, INC.
By:	/s/ Robert C. Reeves
	Robert C. Reeves
	Senior Vice President, Chief Financial Officer, and Treasurer

[Consent and Agreement]

EX-99.1

Exhibit 99.1

Encore Acquisition Company and Encore Energy Partners
Announce Reaffirmation of Borrowing Bases

FORT WORTH, Texas—(Business Wire) — March 10, 2009

Encore Acquisition Company (NYSE: EAC) (“EAC,” “Encore,” or the “Company”) and Encore Energy Partners LP (NYSE: ENP) (“ENP”) announced today that the syndicate of lenders underwriting the EAC and ENP revolving credit facilities reaffirmed the respective company’s borrowing bases as a result of completing the spring semi-annual redetermination. As previously announced, EAC elected to monetize certain of its 2009 oil derivative contracts, resulting in proceeds of approximately $190.4 million, which were used to reduce outstanding borrowings under its revolving credit facility. EAC’s borrowing base of $1.1 billion was adjusted by $200 million solely as a result of the hedge monetization. Therefore, the revised borrowing base of $900 million allows the Company the same amount of borrowing capacity after the redetermination as before. Concurrent with the EAC redetermination, the syndicate of lenders underwriting the ENP revolving credit facility reaffirmed its $240 million borrowing base. The next borrowing base redetermination for both EAC and ENP is scheduled for October 2009.

Bob Reeves, Senior Vice President and Chief Financial Officer, commented, “Our strong balance sheet, substantial liquidity, shallow declining properties, and nimble budget have allowed us to uniquely position Encore for 2009. We removed our 2009 oil hedges at EAC for a substantial gain that we then applied to our outstanding debt balance. In the event oil prices move higher, we will benefit from higher cash flows that can be applied to further reduce debt or apply to a robust drilling inventory. If oil prices weaken, we can adjust the capital budget accordingly because of our stable production base and lack of long-term drilling contracts. Either way, Encore is one of only a few companies that will be stronger exiting 2009 and well positioned for opportunities in 2010.”

The following table displays the Company’s pro forma liquidity position as of December 31, 2008, as adjusted for the borrowing base redeterminations, hedge monetization, and completion of the January 2009 sale of properties from EAC to ENP:

Page 1 of 3

Encore Acquisition Company
Borrowing Base Reaffirmations

	Maturity Date	Outstanding Debt		Availability
		(in thousands)
EAC Revolving Credit Facility	March 7, 2012	$	338,600	$	561,400
ENP Revolving Credit Facility	March 7, 2012		196,000		44,000
Total Revolving Credit Facilities		$	534,600	$	605,400
EAC Bonds:
6.25%	April 15, 2014	$	150,000
6.00%	July 15, 2015		296,040
7.25%	December 1, 2017		148,771
Total Bonds		$	594,811
Total Company		$	1,129,411	$	605,400

During the redetermination process, the Company’s credit facility agreements were amended to adjust the interest rate margins applicable to loans made under the agreements to current market rates. EAC’s revolving credit facility was amended to increase the applicable interest rate margins by 50 basis points, while ENP’s revolving credit facility was amended to increase the applicable interest rate margins by 75 basis points.

About the Company

Encore Acquisition Company is engaged in the acquisition and development of oil and natural gas reserves from onshore fields in the United States. Since 1998, Encore has acquired producing properties with proven reserves and leasehold acreage and grown the production and proven reserves by drilling, exploring, reengineering or expanding existing waterflood projects, and applying tertiary recovery techniques.

Cautionary Statement

This press release includes forward-looking statements, which give Encore’s current expectations or forecasts of future events based on currently available information. The assumptions of management and the future performance of Encore are subject to a wide range of business risks and uncertainties and there is no assurance that these statements and projections will be met. Factors that could affect Encore’s business include, but are not limited to: the risks associated with drilling of oil and natural gas wells; Encore’s ability to find, acquire, market, develop, and produce new properties; the risk of drilling dry holes; oil and natural gas price volatility; derivative transactions (including the costs associated therewith and the ability of counterparties to perform thereunder); uncertainties in the estimation of proved, probable, and possible reserves and in the projection of future rates of production and reserve growth; inaccuracies in Encore’s assumptions regarding items of income and expense and the level of capital expenditures; uncertainties in the timing of exploitation expenditures; operating hazards attendant to the oil and natural gas business; risks related to Encore’s high-pressure air program; drilling and completion losses that are generally not recoverable from third parties or insurance; potential mechanical failure or underperformance of significant wells; climatic conditions; availability and cost of material and equipment; the risks associated with operating in a limited number of geographic areas; actions or inactions of third-party operators of Encore’s properties; Encore’s ability to find and retain skilled personnel; diversion of management’s attention from existing operations while pursuing acquisitions or joint

Page 2 of 3

Encore Acquisition Company
Borrowing Base Reaffirmations

ventures; availability of capital; the ability of lenders and derivative counterparties to fulfill their commitments; the strength and financial resources of Encore’s competitors; regulatory developments; environmental risks; uncertainties in the capital markets; uncertainties with respect to asset sales; general economic and business conditions (including the effects of the worldwide economic recession); industry trends; and other factors detailed in Encore’s most recent Form 10-K and other filings with the Securities and Exchange Commission. If one or more of these risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. Encore undertakes no obligation to publicly update or revise any forward-looking statements.

Contacts

Encore Acquisition Company, Fort Worth

Bob Reeves, Chief Financial Officer	Kim Weimer, Investor Relations
817-339-0918	817-339-0886
rcreeves@encoreacq.com	kweimer@encoreacq.com

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