Exhibit 10.15

 

EXECUTION VERSION

 

AMENDMENT TO CREDIT AGREEMENT

 

AMENDMENT, dated as of August 17, 2012 (this “Amendment”), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPE Holdings LLC, a Delaware limited liability company (“Holdings”), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders, the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party thereto.

 

W I T N E S S E T H:

 

WHEREAS, Section 13.1 of the Credit Agreement permits the Administrative Agent and/or the Collateral Agent and the Majority Lenders to enter into written amendments, supplements or modifications to the Credit Agreement and the other Credit Documents with the relevant Credit Parties; and

 

WHEREAS, the Credit Parties desire to amend the Credit Agreement on the terms set forth herein.

 

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

 

ARTICLE I

 

Definitions

 

Section 1.1.       Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein or the context otherwise requires.

 

ARTICLE II

 

Amendment

 

Section 2.1.       Amendment. Section 10.2(z) of the Credit Agreement is hereby amended, by deleting the figure “$500,000,000” therein and replacing such figure with “$850,000,000”.

 

ARTICLE III

 

Conditions and Miscellaneous

 

Section 3.1.       Conditions to Effectiveness. This Amendment shall become effective on the date on which:

 

(a)       The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each of the Borrower and Holdings and Lenders comprising at least the Majority Lenders; and

 











 

(b)       Each of the Borrower and Holdings shall have confirmed and acknowledged to the Administrative Agent, each Issuing Bank and the Lenders, and by its execution and delivery of this Amendment each of the Borrower and Holdings does hereby confirm and acknowledge to the Administrative Agent, each Issuing Bank and the Lenders, that (i) such Credit Party shall have taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment, (ii) the Credit Agreement and each other Credit Document to which it or any of its applicable Subsidiaries that are Credit Parties is a party constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law) and (iii) no Default or Event of Default exists under the Credit Agreement or any of the other Credit Documents. 

 

Section 3.2.       Ratification. Each of the Borrower and Holdings (for itself and its applicable Subsidiaries that are Credit Parties) hereby (a) ratifies and confirms all of the Obligations under the Credit Agreement (as amended hereby) and the other Credit Documents related thereto, and, in particular, affirms that, after giving effect to this Amendment, the terms of the Security Documents secure, and will continue to secure, all Obligations thereunder, and (b) represents and warrants to the Lenders that as of the effectiveness of this Amendment (i) all of the representations and warranties contained in the Credit Document to which it is a party are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such date (except where such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing.

 

Section 3.3.       Continuing Effect; No Other Amendments or Waivers. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Credit Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly waived hereby, the provisions of the Credit Agreement and the other Credit Documents are and shall remain in full force and effect in accordance with their terms.

 

Section 3.4.       Counterparts. This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

 

Section 3.5.       GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT A SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

Section 3.6.       FINAL AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, INCLUDING THIS AMENDMENT, 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 ORAL AGREEMENTS BETWEEN THE PARTIES.

 

2











 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

 

	
 
    	
EPE HOLDINGS LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kyle McCuen
    
	
 
    	
 
    	
Name:
    	
Kyle McCuen
    
	
 
    	
 
    	
Title:
    	
Vice President & Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
EP ENERGY LLC (F/K/A EVEREST ACQUISITION LLC)
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kyle McCuen
    
	
 
    	
 
    	
Name:
    	
Kyle McCuen
    
	
 
    	
 
    	
Title:
    	
Vice President & Treasurer
    


 

[Signature Page to the RBL Amendment]

 











 

	
 
    	
JPMORGAN   CHASE BANK, N.A., as Administrative Agent and as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ryan Fuessel
    
	
 
    	
 
    	
Name:
    	
Ryan Fuessel
    
	
 
    	
 
    	
Title:
    	
Authorized Signer
    


 











 

	
 
    	
Bank of America
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeffrey H. Rathkamp
    
	
 
    	
 
    	
Name:
    	
Jeffrey H. Rathkamp
    
	
 
    	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
The Bank of Nova Scotia
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gregory E. George
    
	
 
    	
 
    	
Name:
    	
Gregory E. George
    
	
 
    	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
SCOTIABANC INC.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ J.F. Todd
    
	
 
    	
 
    	
Name:
    	
J.F. Todd
    
	
 
    	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ H. Thind
    
	
 
    	
 
    	
Name:
    	
H. Thind
    
	
 
    	
 
    	
Title:
    	
Director
    


 











 

	
 
    	
BANK   OF SCOTLAND plc
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Assistant Vice President
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
Assistant Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
N/A
    
	
 
    	
 
    	
Name:
    	
N/A
    
	
 
    	
 
    	
Title:
    	
N/A
    


 











 

	
 
    	
THE   BANK OF TOKYO-MITSUBISHI UFJ, LTD.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrew Oram
    
	
 
    	
 
    	
Name:
    	
Andrew Oram
    
	
 
    	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
BMO Harris Financing, Inc.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin Utsey
    
	
 
    	
 
    	
Name:
    	
Kevin Utsey
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 









 

	
 
    	
Canadian   Imperial Bank of Commerce, New York

Agency,   as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dominic Sorresso
    
	
 
    	
 
    	
Name:
    	
Dominic Sorresso
    
	
 
    	
 
    	
Title:
    	
Executive Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert Casey
    
	
 
    	
 
    	
Name:
    	
Robert Casey
    
	
 
    	
 
    	
Title:
    	
Executive Director
    


 











 

	
 
    	
Capital One, National   Association 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matthew Molero
    
	
 
    	
 
    	
Name:
    	
Matthew Molero
    
	
 
    	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
Citibank, N.A.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ John F. Miller
    
	
 
    	
 
    	
Name:
    	
John F. Miller
    
	
 
    	
 
    	
Title:
    	
Attorney-in-Fact
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
Comerica   Bank
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Justin Crawford
    
	
 
    	
 
    	
Name:
    	
Justin Crawford
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 











 

	
 
    	
Compass Bank
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kathleen J. Bowen
    
	
 
    	
 
    	
Name:
    	
Kathleen J. Bowen
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 











 

	
 
    	
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mikhail Faybusovich
    
	
 
    	
 
    	
Name:
    	
Mikhail Faybusovich
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Vipul Dhadda
    
	
 
    	
 
    	
Name:
    	
VIPUL DHADDA
    
	
 
    	
 
    	
Title:
    	
ASSOCIATE
    


 











 

	
 
    	
DEUTSCHE   BANK TRUST COMPANY AMERICAS
    
	
 
    	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Erin Morrissey
    
	
 
    	
 
    	
Name:
    	
Erin Morrissey
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marguerite Sutton
    
	
 
    	
 
    	
Name:
    	
Marguerite Sutton
    
	
 
    	
 
    	
Title:
    	
Director
    


 











 

	
 
    	
DNB BANK ASA
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Henrik Asland
    
	
 
    	
 
    	
Name:
    	
Henrik Asland
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Pal Boger
    
	
 
    	
 
    	
Name:
    	
PAL BOGER
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 











 

	
 
    	
Goldman Sachs Bank USA
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lauren Havens
    
	
 
    	
 
    	
Name:
    	
Lauren Havens
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
ING Capital LLC
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Juli Bieser
    
	
 
    	
 
    	
Name:
    	
Juli Bieser
    
	
 
    	
 
    	
Title:
    	
Director
    


 









 

	
 
    	
Mizuho Corporate Bank,   Ltd.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James R. Fayen
    
	
 
    	
 
    	
Name:
    	
James R. Fayen
    
	
 
    	
 
    	
Title:
    	
Deputy General Manager
    


 











 

	
 
    	
MORGAN STANLEY BANK, N.A.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dmitry Barsky
    
	
 
    	
 
    	
Name:
    	
Dmitry Barsky
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 











 

	
 
    	
NOMURA CORPORATE FUNDING   AMERICAS, LLC
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James Merli
    
	
 
    	
 
    	
Name:
    	
James Merli
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 











 

	
 
    	
Royal   Bank Of Canada
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark Lumpkin, Jr.
    
	
 
    	
 
    	
Name:
    	
Mark   Lumpkin, Jr.
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
THE   Royal Bank Of SCOTLAND plc
    
	
 
    	
as a Lender 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sanjay Remond 
    
	
 
    	
 
    	
Name:
    	
Sanjay Remond
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 











 

	
 
    	
Societe Generale
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Elena Robcivc
    
	
 
    	
 
    	
Name:
    	
Elena Robcivc
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
Sumitomo Mitsui Banking   Corporation
    
	
 
    	
as a Lender 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Yasuhiro Shirai
    
	
 
    	
 
    	
Name:
    	
Yasuhiro Shirai
    
	
 
    	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
Suntrust Bank
    
	
 
    	
as a Lender 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott Mackey
    
	
 
    	
 
    	
Name:
    	
Scott Mackey
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
Toronto Dominion New York   LLC
    
	
 
    	
as a Lender 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Debbi L. Brito
    
	
 
    	
 
    	
Name:
    	
DEBBI L. BRITO
    
	
 
    	
 
    	
Title:
    	
AUTHORIZED SIGNATORY
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

	
 
    	
UBS Loan Finance LLC
    
	
 
    	
as a Lender 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mary E. Evans
    
	
 
    	
 
    	
Name:
    	
Mary E. Evans
    
	
 
    	
 
    	
Title:
    	
Associate Director
   Banking Products Services, US
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joselin Fernandes
    
	
 
    	
 
    	
Name:
    	
Joselin   Fernandes
    
	
 
    	
 
    	
Title:
    	
Associate Director
    
	
 
    	
 
    	
 
    	
Banking Products Services, US
    


 











 

	
 
    	
Union Bank, N.A.
    
	
 
    	
as a Lender 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lauren Trussell
    
	
 
    	
 
    	
Name:
    	
Lauren   Trussell
    
	
 
    	
 
    	
Title:
    	
Assistant Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    	
 
    


 











 

	
 
    	
Wells Fargo Bank, N.A.
    
	
 
    	
as a Lender 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lila Jordan
    
	
 
    	
 
    	
Name:
    	
Lila Jordan
    
	
 
    	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title: