Clarification Agreement

Exhibit 10.26

Clarification Agreement

This Clarification Agreement (this “Agreement”) dated as of February 24, 2009, shall clarify the definition of Current Ratio in each of that certain (a) Amended and Restated Credit Agreement dated as of March 28, 2008, by and among Constellation Energy Partners LLC, a Delaware limited liability company (the “Borrower”), each of the Lenders from time to time party thereto, The Royal Bank of Scotland plc, as administrative agent for the Lenders, and BNP Paribas and Wachovia Bank N.A., as co-syndication agents (the “Amended Credit Agreement”); and (b) Credit Agreement dated as of March 28, 2008, by and among the “Borrower, each of the Lenders from time to time party thereto, The Royal Bank of Scotland plc, as administrative agent for the Lenders, and BNP Paribas and Wachovia Bank N.A., as co-syndication agents (the “Credit Agreement,” and together with the Amended Credit Agreement, the “Credit Agreements”). The definition of Current Ratio in each of the Credit Agreements is hereby clarified by excluding the current maturities under both Credit Agreements, to the extent such payments are not past due, from consolidated current liabilities.

The Borrower represents and warrants to the Lenders under each of the Credit Agreements that (a) the representations and warranties of the Borrower contained in each of the Credit Agreements are true and correct on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case such representations and warranties are true and correct as of such specific date); and (b) no Default or Event of Default has occurred and is continuing. Each of the Credit Agreements and the other Loan Documents thereunder shall remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, the Security Instruments and all of the Collateral described in the Credit Agreements do and shall continue to secure the payment of all obligations stated to be secured thereby under the Credit Agreements, as clarified hereby, and the other Loan Documents. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders under any of the Loan Documents or constitute a waiver of any provision of any of the Loan Documents. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the choice of law principles thereof.

CONSTELLATION ENERGY PARTNERS LLC
By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Chief Financial Officer & Treasurer

THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent, an Issuer and a Lender
By:		/s/ Xxxxxx X. Xxxxxxxx Xx.
		Name:		Xxxxxx X. Xxxxxxxx Xx.
		Title:		Senior Vice President

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BNP PARIBAS, as a Co-Syndication Agent and a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Managing Director

By:		/s/ Xxxxxx Xxx
		Name:		Xxxxxx Xxx
		Title:		Vice President

WACHOVIA BANK N.A., as a Co-Syndication Agent and a Lender
By:		/s/ La Xxxxxx Xxxxxxxx
		Name:		La Xxxxxx Xxxxxxxx
		Title:		Associate

BANK OF NOVA SCOTIA, as a Lender
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Managing Director

CALYON NEW YORK BRANCH, as a Lender
By:		/s/ Page Dillehunt
		Name:		Page Dillehunt
		Title:		Managing Director
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

SOCIETE GENERALE, as a Lender
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Vice President

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