EX 10.1 03.31.2015 10Q


Execution Version


THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT, dated as of October 27, 2014 (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,” including each of DNB Capital LLC and Deutsche Bank AG New York Branch (each, a “New Lender”), each of whom joins the Credit Agreement effective as of the Amendment Effective Date by its execution of this Amendment pursuant to Article IV hereof), 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, the Borrower has provided to the Administrative Agent and the Lenders in accordance with Section 9.14 of the Credit Agreement reserve reports, together with supplemental reserve information, with respect to the Borrower’s Oil and Gas Properties (the “Assets Reserve Report”) and has requested that the Commitments and the Borrowing Base under the Credit Agreement be increased to $2,750,000,000.
WHEREAS, the Administrative Agent and the Lenders have determined based on the Assets Reserve Report that, subject to the conditions set forth in Article V hereof, the Commitments and the Borrowing Base under the Credit Agreement should be affirmed and increased to the amounts described above.
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

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    
Section 2.1.    Amendment.  On the Amendment Effective Date: 
(a)    Schedule 1.1(a) of the Credit Agreement will be hereby deleted in its entirety and the commitment schedule for the Credit Agreement will be restated to provide as set forth on Annex I hereto.
(b)    Section 3.1(b) of the Credit Agreement is hereby amended by striking the “and” immediately preceding clause (vi) and replacing it with a comma, and immediately at the end of clause (vi) inserting the following “and (vii) no Letter of Credit shall be issued by an Issuing Bank the Stated Amount of which, when added to the Letters of Credit Outstanding issued by such Issuing Bank, would 

711631547.5








exceed $125,000,000 (or such greater amount agreed to by such Issuing Bank in its sole discretion from time to time).”
ARTICLE III    
Section 3.1.    Redetermination of Borrowing Base.  On the Amendment Effective Date, and until further adjusted, if at all, pursuant to the next redetermination of the Borrowing Base in accordance with the provisions of Section 2.14 of the Credit Agreement or otherwise, the amount of the Borrowing Base under the Credit Agreement shall be $2,750,000,000.
Section 3.2.    Stipulations Regarding Redeterminations.  The Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, agree that the redetermination and adjustment of the Borrowing Base pursuant to this Article III shall constitute the regularly scheduled semi-annual October 2014 redetermination of the Borrowing Base pursuant to Section 2.14 of the Credit Agreement.
ARTICLE IV    
Section 4.1.    Joinder and Commitment of New Lenders; Termination of Certain Exiting Lenders.  By its execution and delivery hereof:
(a)    Each New Lender hereby agrees, severally and not jointly, (i) to become a Lender under the Credit Agreement as of the Amendment Effective Date with a Commitment under the Credit Agreement in the amounts set forth on the amended and restated Schedule 1.1(a) attached hereto as Annex I and (ii) that it shall be deemed to be, and hereby becomes as of the Amendment Effective Date, a party in all respects to the Credit Agreement and the other Credit Documents to which the Lenders are party.
(b)    Each New Lender, severally and not jointly, (a) represents and warrants as of the Amendment Effective Date that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated by this Article IV and to become a Lender under the Credit Agreement, (ii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of its Commitment under the Credit Agreement, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement (and this Amendment) on the basis of which it has made such analysis and decision, and (iv) if it is a Non-U.S. Lender, it has provided to the Administrative Agent documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.
(c)    Each of DNB Bank ASA, Grand Cayman Branch and Deutsche Bank Trust Company Americas (the “Exiting Lenders”) does hereby assign (severally and not jointly) to DNB Capital LLC and Deutsche Bank AG New York Branch, respectively, and DNB Capital LLC and Deutsche Bank AG New York Branch do hereby purchase and assume (severally and not jointly) their outstanding Loans under the Credit Agreement and the Letter of Credit Exposure under the Credit Agreement such that, after 

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giving effect to the addition of each New Lender’s respective Commitments under the Credit Agreement pursuant to this Amendment, (i) each existing Lender (other than the Exiting Lenders) and each New Lender will hold Loans and Letter of Credit Exposure in accordance with its respective Commitment Percentages (as determined after giving effect to the Amendment and the satisfaction of the conditions set forth in Section 5.1 hereof) and (ii) the Exiting Lenders will no longer have any Commitments, outstanding Loans or Letters of Credit Exposure under the Credit Agreement and cease to be Lenders with respect thereto.
ARTICLE V    
Section 5.1.    Conditions to Effectiveness.  This Amendment shall become effective on the date (the “Amendment Effective 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, Holdings and the Lenders (including each New Lender); 
(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; and
(c)    The Borrower shall have paid or caused to be paid the fees described in Section 6.1 below.
The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the Amendment Effective Date shall not occur unless each of the foregoing conditions is satisfied (or waived) at or prior to 2:00 p.m., New York City time, on October 30, 2014 (and, in the event such conditions are not so satisfied or waived, the amendments contemplated hereby shall be null and void).
Section 5.2.    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.

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Section 5.3.    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 5.4.    Assignment of Outstanding Loans, Letter of Credit Exposure, and Swingline Exposure.  If after giving effect to this Amendment, a Lender’s Total Exposure would exceed that Lender’s Commitment, such Lender (each an “Assigning Lender”) shall, and does hereby, assign (severally and not jointly) to each non-Assigning Lender (each an “Assignee Lender”), and each Assignee Lender shall and does hereby purchase and assume (severally and not jointly) from each Assigning Lender, an undivided amount of the outstanding Loans, Letter of Credit Exposure, and Swingline Exposure such that, after giving effect to this Amendment and the assignments described in this Section 5.4, each Lender will hold Loans, Letter of Credit Exposure, and Swingline Exposure in accordance with its respective Commitment Percentage.  Each Assignee Lender shall promptly pay to the Administrative Agent for the account of each Assignor Lender an amount sufficient to effectuate the purchase of such outstanding Loans, Letter of Credit Exposure, and Swingline Exposure from each Assignor Lender.
ARTICLE VI    
Section 6.1.    Up Front Fees.  Concurrently with the increase in the Commitments and the Borrowing Base under the Credit Agreement pursuant to this Amendment, the Borrower agrees to pay to the Administrative Agent for the account of each Lender (including each New Lender but excluding the Exiting Lenders) a fee equal to twenty-five (25) basis points on the incremental increase in such Lender’s Commitment.  
ARTICLE VII    
Section 7.1.    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 7.2.    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 7.3.    FINAL AGREEMENT.  THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, WHICH SHALL INCLUDE 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.



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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 ACQUISITION, LLC (SUCCESSOR TO EPE HOLDINGS LLC)
By:    /s/Kyle A. McCuen     
    Name: Kyle A. McCuen 
    Title: Vice President and Treasurer
EP ENERGY LLC (F/K/A EVEREST ACQUISITION LLC)
By:    /s/Kyle A. McCuen     
    Name: Kyle A. McCuen 
    Title: Vice President and Treasurer

Signature Page – Third Amendment








JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and as a Lender
By:    /s/ Jo Linda Papadakis     
    Name: Jo Linda Papadakis 
    Title: Authorized Officer

Signature Page – Third Amendment






CITIBANK, N.A., 
As an Issuing Bank a Lender
By:    /s/Eamon Baqui     
    Name: Eamon Baqui 
    Title: Vice President



Signature Page – Third Amendment








BMO HARRIS FINANCING, INC., as a Lender
By:    /s/ Kevin Utsey     
    Name: Kevin Utsey 
    Title: Director



Signature Page – Third Amendment








CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:    /s/Mikhail Faybusovich     
    Name: Mikhail Faybusovich 
    Title: Authorized Signatory


By:    /s/Samuel Miller     
    Name: Samuel Miller 
    Title: Authorized Signatory



Signature Page – Third Amendment








ROYAL BANK OF CANADA, as a Lender
By:    /s/ Mark Lumpkin Jr.     
    Name: Mark Lumpkin Jr. 
    Title: Authorized Signatory



Signature Page – Third Amendment








DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Exiting Lender
By:    /s/ Michael Shannon     
    Name: Michael Shannon 
    Title: Vice President
By:    /s/Michael Winters     
    Name: Michael Winters 
    Title: Vice President



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DEUTSCHE BANK AG NEW YORK BRANCH, as aLender
By:    /s/ Michael Shannon     
    Name: Michael Shannon 
    Title: Vice President
By:    /s/Michael Winters     
    Name: Michael Winters 
    Title: Vice President



Signature Page – Third Amendment








UBS AG, Stamford Branch, as a Lender
		
	By:
	/s/ Lana Gifas     
    Name: Lana Gifas 
    Title: Director


		
	By:
	/s/ Jennifer Anderson     
    Name: Darlene Arias 
    Title: Associate Director


        



Signature Page – Third Amendment








CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
		
	By:
	/s/ Jonathan J. Kim     
    Name: Jonathan J. Kim 
    Title: Authorized Signatory


		
	By:
	/s/ Robert Robin     
    Name: Robert Robin 
    Title: Authorized Signatory





Signature Page – Third Amendment








CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:    /s/ Robert James     
    Name: Robert James 
    Title: Director



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WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:    /s/ Lila Jordan     
    Name: Lila Jordan 
    Title: Managing Director



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COMPASS BANK, as a Lender
By:    /s/ Kathleen J. Bowen     
    Name: Kathleen J. Bowen 
    Title: Senior Vice President



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SOCIETE GENERALE, as a Lender
By:    /s/ Elena Robciuc     
    Name: Elena Robciuc 
    Title: Managing Director



Signature Page – Third Amendment








SUNTRUST BANK, as a Lender
By:    /s/ Chulley Bogle     
    Name: Chulley Bogle 
    Title: Vice President



Signature Page – Third Amendment








TORONTO DOMINION (NEW YORK) LLC, 
as a Lender
By:    /s/ Marie Fernandes     
    Name: Marie Fernandes 
    Title: Authorized Signatory



Signature Page – Third Amendment








SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:    /s/ James D. Weinstein     
    Name: James D. Weinstein 
    Title: Managing Director



Signature Page – Third Amendment








DNB BANK ASA, GRAND CAYMAN BRANCH, as an Exiting Lender
		
	By:
	/s/ Philip F. Kurpiewski     
    Name: Philip F. Kurpiewski 
    Title: Senior Vice President


		
	By:
	/s/ Barbara Gronquist     
    Name: Barbara Gronquist 
    Title: Senior Vice President





Signature Page – Third Amendment








DNB CAPITAL LLC, as a Lender
		
	By:
	/s/ Philip F. Kurpiewski     
    Name: Philip F. Kurpiewski 
    Title: Senior Vice President


		
	By:
	/s/ Barbara Gronquist     
    Name: Barbara Gronquist 
    Title: Senior Vice President





Signature Page – Third Amendment








BANK OF AMERICA, NA, as a Lender
By:    /s/ Kenneth Phelan     
    Name: Kenneth Phelan 
    Title: Vice President



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ING CAPITAL LLC, as a Lender
By:    /s/Juli Bieser     
    Name: Juli Bieser 
    Title: Director
        
By:    /s/Charles Hall     
    Name: Charles Hall 
    Title: Managing Director



Signature Page – Third Amendment








MIZUHO BANK, LTD., as a Lender
By:    /s/ James Fayen     
    Name: James R. Fayen 
    Title: Deputy General Manager



Signature Page – Third Amendment








THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By:    /s/ Scott Donaldson     
    Name: Scott Donaldson 
    Title: Authorised Signatory



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



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



Signature Page – Third Amendment








GOLDMAN SACHS BANK USA, as a Lender
By:    /s/ Michelle Latzoni     
    Name: Michelle Latzoni 
    Title: Authorized Signatory



Signature Page – Third Amendment








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



Signature Page – Third Amendment








MUFG UNION BANK, N.A. F/K/A UNION BANK, N.A., as a Lender
By:    /s/ Brian Hawk     
    Name: Brian Hawk 
    Title: Associate



Signature Page – Third Amendment








SCOTIABANK INC., as a Lender
By:    /s/ J.F. Todd     
    Name: J. F. Todd 
    Title: Managing Director



Signature Page – Third Amendment








COMERICA BANK, as a Lender
By:    /s/ Jason Klesel     
    Name: Jason Klesel 
    Title: Relationship Manager







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NOMURA CORPORATE FUNDING AMERICAS, LLC, as a Lender
By:    /s/ Andrew Keith     
    Name: Andrew Keith 
    Title: Executive Director





Signature Page – Third Amendment








ANNEX I


Schedule 1.1(a)
Commitments


	
						
	 
	Commitment
	%
	


	JP Morgan Chase Bank, N.A.
	

	$189,671,925.61
	

	6.90
	%

	Citibank, N.A.
	189,671,925.61
	

	6.90
	%

	BMO Harris Financing, Inc.
	173,272,545.55
	

	6.30
	%

	Credit Suisse AG, Cayman Islands Branch
	173,272,545.55
	

	6.30
	%

	Royal Bank of Canada
	173,272,545.55
	

	6.30
	%

	Deutsche Bank AG New York Branch
	173,272,545.52
	

	6.30
	%

	UBS AG, Stamford Branch
	157,520,495.95
	

	5.73
	%

	Canadian Imperial Bank of Commerce, New York Branch
	125,795,858.64
	

	4.57
	%

	Capital One, National Association
	125,211,842.11
	

	4.55
	%

	Wells Fargo Bank, National Association
	119,711,842.11
	

	4.35
	%

	Compass Bank
	101,067,569.16
	

	3.68
	%

	Societe Generale
	94,983,552.63
	

	3.45
	%

	SunTrust Bank
	94,983,552.63
	

	3.45
	%

	Toronto Dominion (New York) LLC
	94,983,552.63
	

	3.45
	%

	Sumitomo Mitsui Banking Corporation
	85,322,368.43
	

	3.10
	%

	DNB Capital LLC
	77,000,000.00
	

	2.80
	%

	Bank of America, N.A.
	63,322,368.43
	

	2.30
	%

	ING Capital LLC
	63,322,368.43
	

	2.30
	%

	Mizuho Bank, Ltd.
	63,322,368.43
	

	2.30
	%

	The Royal Bank of Scotland PLC
	63,322,368.43
	

	2.30
	%

	The Bank of Nova Scotia
	47,491,776.31
	

	1.73
	%

	The Bank of Tokyo Mitsubishi UFJ Ltd.
	47,491,776.31
	

	1.73
	%

	Goldman Sachs Bank USA
	47,491,776.31
	

	1.73
	%

	Morgan Stanley Bank, N.A.
	47,491,776.31
	

	1.73
	%

	MUFG Union Bank, N.A.
	47,491,776.31
	

	1.73
	%

	Scotiabanc Inc.
	47,491,776.31
	

	1.73
	%

	Comerica Bank
	37,745,200.74
	

	1.37
	%

	Nomura Corporate Funding Americas, LLC
	25,000,000.00
	

	0.91
	%

	TOTAL
	

	$2,750,000,000
	

	100.00
	%