Exhibit 10.2

 

CONSENT AND ACKNOWLEDGMENT

(Other First-Priority Lien Obligations)

 

This CONSENT AND ACKNOWLEDGMENT (this “Consent”) dated as of November 29, 2016, is executed by WILMINGTON TRUST, NATIONAL ASSOCIATION, as an Other First-Priority Lien Obligations Agent (the “New Agent”), and acknowledged by JPMORGAN CHASE BANK, N.A., as the Applicable First Lien Agent, CITIBANK, N.A., as the Applicable Second Lien Agent, and EP Energy LLC (on behalf of itself and certain of its Subsidiaries).

 

This Consent is with respect to that certain Priority Lien Intercreditor Agreement, dated as of August 24, 2016 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than the New Agent) referred to above.  Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement.

 

Reference is made to the 8.00% Senior Secured Notes due 2024 (the “Notes”) issued pursuant to that certain Indenture (the “Indenture”), dated as of November 29, 2016, by and among the Company, Everest Acquisition Finance Inc. (together with the Company, the “Issuers”), the subsidiary guarantors named therein (the “Notes Guarantors”) and the New Agent, as trustee and collateral agent, with respect to which the New Agent is acting (w) as trustee and collateral agent under the Indenture, (x) as collateral agent under that certain Collateral Agreement, dated as of November 29, 2016 (the “Collateral Agreement”), by and among the Issuers, the Notes Guarantors and the New Agent, as collateral agent, (y) as collateral agent under that certain Pledge Agreement, dated as of November 29, 2016 (the “Pledge Agreement”), by and among the Issuers, the Notes Guarantors and the New Agent, as collateral agent and (z) as collateral agent under any other Security Document (as defined in the Indenture).

 

Pursuant to Section 5.14 of the Intercreditor Agreement, the Company hereby notifies JPMorgan Chase Bank, N.A., as the Applicable First Lien Agent, that it designates the Notes and the obligations of the Issuers and the Notes Guarantors thereunder and under the Indenture as Other First-Priority Lien Obligations under the Intercreditor Agreement.

 

The New Agent hereby (a) agrees to be bound by the terms of the Intercreditor Agreement as an Other First-Priority Lien Obligations Agent as if it were an Other First-Priority Lien Obligations Agent as of the date of the Intercreditor Agreement and (b) represents that it is acting in the capacity of Other First-Priority Lien Obligations Agent solely for the Secured Parties under the Indenture, the Collateral Agreement, the Pledge Agreement and any other Security Document (as defined in the Indenture).

 

The address of the New Agent for purposes of all notices and other communications hereunder and under the Intercreditor Agreement is Wilmington Trust, National Association, Global Capital Markets, 15950 N. Dallas Parkway, Suite 550, Dallas, TX  75248, Attention: EP Energy Administrator (Facsimile No. (888) 316-6238, Email: sgoffinet@wilmingtontrust.com).

 











 

This Consent shall be governed by, and construed in accordance with, the law of the State of New York.

 

[Signature Page Follows.]

 











 

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

 

	
 
    	
WILMINGTON TRUST,   NATIONAL ASSOCIATION, as an Other First-Priority Lien Obligations Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Shawn Goffinet
    
	
 
    	
Title:
    	
Shawn Goffinet
    
	
 
    	
Name:
    	
Assistant Vice   President
    


 

Acknowledged and Confirmed by, for purposes of the Intercreditor Agreement:

 

	
JPMORGAN CHASE BANK, N.A., as Applicable First Lien Agent
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Jo   Linda Papadakis
    	
 
    
	
Title:
    	
Authorized   Officer
    	
 
    
	
Name:
    	
Jo Linda   Papadakis
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
CITIBANK, N.A., as Applicable Second Lien Agent
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Joseph Ruffini
    	
 
    
	
Title:
    	
Vice President
    	
 
    
	
Name:
    	
Joseph   Ruffini
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
EP ENERGY   LLC, on behalf of itself and its Subsidiaries Party to the Intercreditor   Agreement
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Kyle   A. McCuen
    	
 
    
	
Title:
    	
Vice   President and Treasurer
    	
 
    
	
Name:
    	
Kyle A.   McCuen
    	
 
    


 

[Signature Page to Consent and Acknowledgment (Other First-Priority Lien Obligations)
 (Priority Lien Intercreditor Agreement)]