Profile: Encore Energy Partners LP (ENP)

Encore Energy Partners LP (ENP) was formed by Encore Acquisition Company (EAC) to acquire, exploit and develop oil and natural gas properties and to acquire, own and operate related assets. The Company’s properties and oil and natural gas reserves are located in three areas: the Big Horn Basin in Wyoming and Montana, primarily in the Elk Basin field (the Elk Basin Assets); the Permian Basin in West Texas, and the Williston Basin in North Dakota. As of December 31, 2008, its estimated proved reserves were 16.6 million barrels (MMBbls) of oil and 56.5 billion cubic feet (Bcf) of natural gas. During the year ended December 31, 2008, the Company drilled seven gross (5.1 net) operated productive wells and participated in drilling 30 gross (5.2 net) non-operated productive wells for a total of 37 gross (10.3 net) productive wells. In 2008, the Company did not drill or participate in drilling any dry holes.

In February 2008, the Company acquired certain oil and natural gas producing properties and related assets in the Permian and Williston Basins (the Permian and Williston Basin Assets) from Encore Operating, L.P. (Encore Operating), an indirect wholly owned subsidiary of EAC. In January 2009, the Company acquired certain oil and natural gas producing properties and related assets in the Arkoma Basin and royalty interest properties in Oklahoma, as well as 10,300 unleased mineral acres from Encore Operating.

Elk Basin Properties

The Elk Basin properties are located in the Big Horn Basin in northwestern Wyoming and south central Montana. As of December 31, 2008, the Elk Basin assets had estimated proved reserves of 11.3 million barrels of oil equivalent (MMBOE), of which 10.3 MMBOE was proved developed and 1.0 MMBOE was proved undeveloped. Approximately 95% of proved reserves of the Elk Basin assets are located in the Elk Basin field. The Company’s oil and natural gas properties in the Elk Basin include 16,234 gross acres (13,356 net) located in Park County, Wyoming and Carbon County, Montana. The Company also owns and operates the Elk Basin natural gas processing plant near Powell, Wyoming; the Clearfork crude oil pipeline extending from the South Elk Basin field to the Elk Basin field in Wyoming; the Wildhorse natural gas gathering system that transports low sulfur natural gas from the Elk Basin and South Elk Basin fields to its Elk Basin natural gas processing plant, and a small natural gas gathering system that transports high sulfur natural gas from the Elk Basin field to its Elk Basin natural gas processing facility.

The Company’s wells in the Embar-Tensleep formation of the Elk Basin field are drilled to a depth of 4,200 to 5,400 feet. It holds a 62% working interest and a 56% net revenue interest in its wells in the Embar-Tensleep formation. As of December 31, 2008, the Embar-Tensleep formation had estimated total proved reserves of 4.9 MMBOE, all of which were oil and 95% of which were proved developed. The Company’s wells in the Madison formation of the Elk Basin field are drilled to a depth of 4,800 to 5,800 feet. It holds a 67% working interest and a 61% net revenue interest in its wells. As of December 31, 2008, the Madison formation had estimated total proved reserves of 5.5 MMBOE, all of which were oil and 86% of which were proved developed.

The Company’s wells in the Frontier formation of the Elk Basin field are drilled to a depth of 1,600 to 2,900 feet. It holds an average 90% working interest and an average 76% net revenue interest in its wells in the Frontier formation. As of December 31, 2008, the Frontier formation had estimated total proved reserves of 233 MBOE, 57% of which were oil and all of which were proved developed.

ENP also operates wells in the Big Horn, Embar-Tensleep and Madison formations in the Northwest Elk Basin field and in the Embar-Tensleep, Middle Frontier, Torchlight and Peay Sand formations in the South Elk Basin field. It holds 92% working interests and 78% net revenue interests in these wells. The Northwest Elk Basin field and South Elk Basin field had estimated total proved reserves as of December 31, 2008, of 730 MBOE, 93% of which were oil and all of which were proved developed.

The Company operates and owns a 62% interest in the Elk Basin natural gas processing plant near Powell, Wyoming. ExxonMobil Corporation (ExxonMobil) owns a 34% interest in the Elk Basin natural gas processing plant and other parties own the remaining 4% interest. The Elk Basin natural gas processing plant is a refrigeration natural gas processing plant that receives natural gas supplies through a natural gas gathering system from fields in the Elk Basin and the South Elk Basin fields. During 2008, the Elk Basin natural gas processing plant produced approximately 445 net billion barrels (Bbls) of natural gas liquids (NGLs) per day, primarily propane, normal butane, and natural gasoline.

ENP owns and operates one crude oil pipeline system and two natural gas gathering pipeline systems. The Clearfork pipeline is regulated by the Federal Energy Regulatory Commission (FERC), and transports approximately 4,200 barrels per day of crude oil from the Elk Basin field and South Elk Basin field to a pipeline operated by Marathon Oil Corporation for further delivery to other markets. The crude oil transported by the Clearfork pipeline is sold to refineries in Billings, Montana. The Clearfork pipeline receives crude oil from various interconnections with local gathering systems. The Wildhorse pipeline system is an approximately 12-mile natural gas gathering system that transports approximately 1.3 millions of cubic feet equivalent per day (MMcf/D) of low-sulfur natural gas from the Elk Basin and South Elk Basin fields to its Elk Basin natural gas processing plant. The Company also owns a small natural gas gathering system that transports approximately 12.5 MMcf/D of high sulfur natural gas from the Elk Basin field to its Elk Basin natural gas processing plant.

Williston Basin Properties

The Company’s Williston Basin properties include three fields: Horse Creek, Charlson Madison Unit and Elk. The Horse Creek field is located in Bowman County, North Dakota and has producing oil wells from multiple horizons in the Red River formation. The Charlson Madison Unit produces from the unitized Madison formation. The Elk field is operated and produces from wells in McKenzie County, North Dakota. During 2008, production from the Williston Basin Assets was approximately 358 barrel of oil equivalent per day (BOE/D), of which approximately 96% was oil. The Williston Basin assets had estimated proved reserves as of December 31, 2008, of 1.9 MMBOE, of which 1.7 MMBOE were proved developed.

Permian Basin Properties

The Permian Basin properties include six fields: Crockett, Nolley-McFarland, Dune, North Cowden, Champmon and Yates. The Crockett field is located in Crockett County, Texas, and consists of gas wells completed in tight sand deposits at 6,500 to 8,500 feet of depth from the Canyon Sand and Strawn formations. The Nolley-McFarland field is located in Andrews County, Texas, and produces from the Queen and Wolfcamp formations. The Dune field is a waterflood property located in Crane County, Texas. During 2008, production from its Permian Basin properties was approximately 14.4 million cubic feet per day (MMcfe/D), 67% of which was natural gas. As of December 31, 2008, the Permian Basin properties consisted of 46,432 gross (27,050 net) acres located in Crockett County, Texas.

The Company operates 175 gross wells in the Angus and Henderson fields in the Ozona area in Crockett County, Texas. The wells are drilled to a depth of approximately 8,000 feet. These wells produce from the Canyon Sand formation. The Canyon Sand produces from several sands over a gross interval of 400 to 500 feet. The wells have been drilled to the allowable 40-acre spacing. It holds an average working interest of 68% and net revenue interests of 60% in these wells. The Company owns non-operated interests in the Davidson Ranch, Hunt-Baggett, Live Oak Draw and Ozona fields in Crockett County, Texas. As of December 31, 2008, it held a working interest of 36% and an average net revenue interest of 23% in the wells developed in this area. These wells produce from the Canyon Sand and Strawn formations at depths of 8,000 to 9,000 feet.