Execution
Version

     

    FOURTH
AMENDMENT

     

    TO

     

    AMENDED
AND RESTATED CREDIT AGREEMENT

     

    Dated
as of April 26, 2010

     

    among

     

    EV
ENERGY PARTNERS, L.P.,

    As
Parent,

     

    EV
PROPERTIES, L.P.,

    as
Borrower,

     

    THE
GUARANTORS,

     

    JPMORGAN
CHASE BANK, N.A.

    as
Administrative Agent,

     

    and

     

    THE
LENDERS PARTY HERETO

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FOURTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS FOURTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “Fourth Amendment”)
dated as of April 26, 2010, is among EV ENERGY PARTNERS, L.P., a Delaware
limited partnership (the “Parent”); EV
PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”); the
undersigned guarantors (the “Guarantors”, and
together with the Parent and the Borrower, the “Obligors”); each of
the lenders party to the Credit Agreement referred to below (collectively, the
“Lenders”); and
JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such
capacity, together with its successors in such capacity, the “Administrative
Agent”).

     

    RECITALS

     

    A.           The
Borrower, the Parent, the Agents and the Lenders are parties to that certain
Amended and Restated Credit Agreement dated as of October 1, 2007 (as amended by
the First Amendment dated August 28, 2008, the Second Amendment dated September
4, 2008, the Third Amendment dated April 10 2009 and as further amended,
modified, restated or supplemented, the “Credit Agreement”),
pursuant to which the Lenders have made certain credit available to and on
behalf of the Borrower.

     

    B.           The
Borrower has requested and the Administrative Agent and the Lenders have agreed
to amend certain provisions of the Credit Agreement.

     

    C.           NOW,
THEREFORE, to induce the Administrative Agent and the Lenders to enter into this
Fourth Amendment and in consideration of the premises and the mutual covenants
herein contained, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    Section
1.                      Defined
Terms.  Each capitalized term used herein but not otherwise
defined herein has the meaning given such term in the Credit Agreement, as
amended by this Fourth Amendment.  Unless otherwise indicated, all
section references in this Fourth Amendment refer to sections of the Credit
Agreement.

     

    Section
2.                      Amendments to Credit
Agreement.

     

    2.1           Amendments to Section
1.02.

     

    (a)           The
following definition is hereby amended by deleting such definition in its
entirety and replacing it with the following:

     

    “Agreement” means this
Amended and Restated Credit Agreement, as amended by the First Amendment, the
Second Amendment, the Third Amendment and the Fourth Amendment, including the
Schedules and Exhibits hereto, as the same may be amended or supplemented from
time to time.

     

    (b)           The
following definition is hereby added where alphabetically appropriate to read as
follows:


    
      
         


      

      
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    “Fourth Amendment”
means that certain Fourth Amendment to Amended and Restated Credit Agreement,
dated as of April 26, 2010, among the Parent, the Borrower, the Guarantors, the
Administrative Agent and the Lenders party thereto.

     

    “Fourth Amendment Effective
Date” means April 26, 2010.

     

    2.2           Amendment to Section
2.07(e).  Section 2.07(e) is hereby amended by to
read:

     

    (e)           Reduction of Borrowing Base
Upon Issuance of Senior Debt.  Notwithstanding anything to the
contrary contained herein, (i) during the period between the Fourth Amendment
Effective Date and the first Scheduled Redetermination Date thereafter, if the
Borrower issues Senior Debt in excess of $200,000,000 other than in conjunction
with an Interim Redetermination, then on the date on which such Senior Debt is
issued, the Borrowing Base then in effect shall be reduced by an amount equal to
the product of 0.30 multiplied by the stated principal amount of such Senior
Debt in excess of $200,000,000, and (ii) from and after the first Scheduled
Redetermination Date following the Fourth Amendment Effective Date, if the
Borrower issues any Senior Debt between Scheduled Redetermination Dates other
than in conjunction with an Interim Redetermination, then on the date on which
such Senior Debt is issued, the Borrowing Base then in effect shall be reduced
by an amount equal to the product of 0.30 multiplied by the stated principal
amount of such Senior Debt.  The Borrowing Base as so reduced shall
become the new Borrowing Base immediately upon the date of such issuance,
effective and applicable to the Borrower, the Agents, the Issuing Bank and the
Lenders on such date until the next redetermination or modification thereof
hereunder.  For purposes of this Section 2.07(e), if any such Debt is
issued at a discount or otherwise sold for less than “par”, the reduction shall
be calculated based upon the stated principal amount without reference to such
discount.

     

    2.3           Amendment to Section
9.02(e).  Clause (vi) of Section 9.02(e) is hereby revised to
read:

     

    (vi)          contemporaneously
with the incurrence of such Debt, the Borrowing Base is adjusted pursuant to
Section 2.07(e), if applicable.

    


    Section
3.                      Borrowing
Base.  For the period from and including Fourth Amendment
Effective Date until the next Redetermination Date, the Borrowing Base is
$465,000,000.  Notwithstanding the foregoing, the Borrowing Base may
be subject to further adjustments from time to time pursuant to Section 2.07(e),
Section 8.13(c), Section 9.12 or Section 9.18.

     

    Section
4.                      Conditions
Precedent.  This Fourth Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 12.02 of the Credit Agreement):


    
      
         


      

      
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    4.1           The
Administrative Agent shall have received from each Lender, the Parent, the
Borrower and the Guarantors, counterparts (in such number as may be requested by
the Administrative Agent) of this Fourth Amendment signed on behalf of such
Person.

     

    4.2           The
Administrative Agent and the Lenders shall have received all fees and other
amounts due and payable on or prior to the date hereof.

     

    4.3           No
Default shall have occurred and be continuing as of the date hereof, after
giving effect to the terms of this Fourth Amendment.

     

    The
Administrative Agent is hereby authorized and directed to declare this Fourth
Amendment to be effective when it has received documents confirming or
certifying, to the satisfaction of the Administrative Agent, compliance with the
conditions set forth in this Section 4 or the waiver of such conditions as
permitted hereby. Such declaration shall be final, conclusive and binding upon
all parties to the Credit Agreement for all purposes.

     

    Section
5.                       Miscellaneous.

     

    5.1           Confirmation.  The
provisions of the Credit Agreement, as amended by this Fourth Amendment, shall
remain in full force and effect following the effectiveness of this Fourth
Amendment.

     

    5.2           Ratification and
Affirmation; Representations and Warranties.  Each Obligor
hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and
affirms its obligations under, and acknowledges, renews and extends its
continued liability under, each Loan Document to which it is a party and agrees
that each Loan Document to which it is a party remains in full force and effect,
except as expressly amended hereby, notwithstanding the amendments contained
herein and (c) represents and warrants to the Lenders that as of the date
hereof, after giving effect to the terms of this Fourth
Amendment:  (i) all of the representations and warranties contained in
each Loan Document to which it is a party are true and correct, except to the
extent any such representations and warranties are expressly limited to an
earlier date, in which case, such representations and warranties shall continue
to be true and correct as of such specified earlier date, (ii) no Default or
Event of Default has occurred and is continuing and (iii) no event or events
have occurred which individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect.

     

    5.3           Counterparts.  This
Fourth Amendment may be executed by one or more of the parties hereto in any
number of separate counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of this Fourth Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.

     

    5.4         
NO ORAL
AGREEMENT.  THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.


    
      
         


      

      
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    5.5           GOVERNING
LAW.  THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

     

    5.6           Payment of
Expenses.  In accordance with Section 12.03 of the Credit
Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for
all of its reasonable out-of-pocket costs and reasonable expenses incurred in
connection with this Fourth Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.

     

    5.7           Severability.  Any
provision of this Fourth Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    5.8           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     

    [SIGNATURES
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    IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly
executed as of the date first written above.

     

    
      
        
          
            
              
                
                  	
                          BORROWER:

                        	
                          EV
      PROPERTIES, L.P.

                        
	 
      	 
	 
      	
                          By:
      EV Properties GP, LLC, its general partner

                        
	 
      	  
	 
      	
                          By:

                        	
                          /s/ Michael E. Mercer

                        
	 
      	 
      	
                          Michael
      E. Mercer

                        
	 
      	 
      	
                          Senior
      Vice President and

                        
	 
      	 
      	
                          Chief
      Financial Officer

                        
	 	 	 
	
                          PARENT AND
      GUARANTOR:

                        	
                          EV
      ENERGY PARTNERS, L.P.

                        
	 
      	 
      	 
      
	 
      	
                          By:
      EV Energy GP, L.P., its general partner

                        
	 
      	
                          By:
      EV Management, L.L.C., its general partner

                        
	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Michael E. Mercer

                        
	 
      	 
      	
                          Michael
      E. Mercer

                        
	 
      	 
      	
                          Senior
      Vice President and

                        
	 
      	 
      	
                          Chief
      Financial Officer

                        
	 
      	 
      	 
      
	
                          OTHER
      GUARANTORS:

                        	
                          EV
      PROPERTIES GP, LLC.

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Michael E. Mercer

                        
	 
      	 
      	
                          Michael
      E. Mercer

                        
	 
      	 
      	
                          Senior
      Vice President and

                        
	 
      	 
      	
                          Chief
      Financial Officer

                        
	 
      	 
      	 
      
	 
      	
                          ENERVEST
      PRODUCTION PARTNERS, LTD.

                        
	 	 
	 
      	
                          By:
      EVPP GP, LLC, its general partner

                        
	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Michael E. Mercer

                        
	 
      	 
      	
                          Michael
      E. Mercer

                        
	 
      	 
      	
                          Senior
      Vice President and

                        
	 
      	 
      	
                          Chief
      Financial
Officer

                        


                

              

            

          

        

      

    

     

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                          CGAS
      PROPERTIES, L.P.

                        
	 
      	 
      
	
                          By:

                        	
                          EVCG
      GP, LLC, its general partner

                        
	 
      	 
      
	
                          By:            

                        	
                          /s/ Michael E. Mercer

                        
	 
      	
                          Michael
      E. Mercer

                        
	 
      	
                          Senior
      Vice President and

                        
	 
      	
                          Chief
      Financial Officer

                        
	 
      	 
      
	
                          ENERVEST-CARGAS,
      LTD.

                        
	 
      	 
      
	
                          By:

                        	
                          EVPP
      GP, LLC, its general partner

                        
	 
      	 
      
	
                          By:

                        	
                          /s/ Michael E. Mercer

                        
	 
      	
                          Michael
      E. Mercer

                        
	 
      	
                          Senior
      Vice President and

                        
	 
      	
                          Chief
      Financial Officer

                        
	 
      	 
      
	
                          LOWER
      CARGAS OPERATING COMPANY

                        
	
                          LLC

                        
	 
      	 
      
	
                          By:

                        	
                          Enervest-Cargas,
      Ltd., its sole member

                        
	
                          By:

                        	
                          EVPP
      GP, LLC, its general partner

                        
	 
      	 
      
	
                          By:

                        	
                          /s/ Michael E. Mercer

                        
	 
      	
                          Michael
      E. Mercer

                        
	 
      	
                          Senior
      Vice President and

                        
	 
      	
                          Chief
      Financial Officer

                        
	 
      	 
      
	
                          EVPP
      GP, LLC

                        
	
                          EVCG
      GP, LLC

                        
	 
      	 
      
	
                          By:

                        	
                          /s/ Michael E. Mercer

                        
	 
      	
                          Michael
      E. Mercer

                        
	 
      	
                          Senior
      Vice President and

                        
	 
      	
                          Chief
      Financial
Officer

                        


                

              

            

          

        

      

    

     

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                ENERVEST
      MONROE MARKETING, LTD.

              
	
                ENERVEST
      MONROE GATHERING, LTD.

              
	 
      	 
      
	
                By:

              	
                EVPP
      GP, LLC, its general partner

              
	 
      	 
      
	
                By:            

              	
                /s/ Michael E. Mercer

              
	 
      	
                Michael
      E. Mercer

              
	 
      	
                Senior
      Vice President and

              
	 
      	
                Chief
      Financial Officer

              


      

    

    


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                JPMORGAN CHASE BANK,
      N.A., as

              
	
                Administrative
      Agent and as Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Michael A. Kamauf

              
	
                Name:       

              	
                Michael
      A. Kamauf

              
	
                Title:

              	
                Vice
      President

              


      

    

    


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                UNION
      BANK N.A.,

              
	
                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Scott Gildea

              
	
                Name:       

              	
                Scott
      Gildea

              
	
                Title:

              	
                Vice
      President

              
	 
      	 
      
	
                COMPASS BANK, as
      a

              
	
                Lender

              
	 
      	 
      
	
                By:

              	
                 /s/ Spencer
Stasney

              
	
                Name:   

              	
                Spencer
      Stasney

              
	
                Title:

              	
                Vice
      President

              
	 
      	 
      
	
                BNP PARIBAS, as a
      Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Betsy Jocher

              
	
                Name:

              	
                Betsy
      Jocher

              
	
                Title:

              	
                Director

              
	 
      	 
      
	
                By:

              	
                /s/ Polly Schott

              
	
                Name:

              	
                Polly
      Schott

              
	
                Title:

              	
                Director

              


      

    

    


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                COMERICA BANK, as a
      Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Greg Smith

              
	
                Name:       

              	
                Greg
      Smith

              
	
                Title:

              	
                Senior
      Vice President

              
	 
      	 
      
	
                WELLS FARGO BANK, N.A.,
      as a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Shiloh Davila

              
	
                Name:

              	
                Shiloh
      Davila

              
	
                Title:

              	
                Assistant
      Vice President

              
	 
      	 
      
	
                CITIBANK, N.A., as a
      Lender

              
	 
      	 
      
	
                By:

              	
                 /s/ Thomas
  Benavides

              
	
                Name:

              	
                Thomas
      Benavides

              
	
                Title:

              	
                Senior
      Vice President

              
	 
      	 
      
	
                THE BANK OF NOVA SCOTIA,
      as a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ J. Frazell

              
	
                Name:  

              	J.
      Frazell  
	
                Title:

              	
                Director

              
	 
      	 
      
	
                ROYAL BANK OF CANADA, as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Don J. McKinnerney

              
	
                Name:

              	
                Don
      J. McKinnerney

              
	
                Title:

              	
                Authorized
      Signatory

              


      

    

    


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                AMEGY
      BANK NATIONAL

              
	
                ASSOCIATION, as a
      Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Charles W. Patterson

              
	
                Name:       

              	
                Charles
      W. Patterson

              
	
                Title:

              	
                Senior
      Vice President

              
	 
      	 
      
	 
      	 
      
	
                CREDIT
      SUISSE, CAYMAN

              
	
                ISLANDS BRANCH (f/k/a Creidt
      Suisse,

              
	
                Cayman Islands Branch),
      as a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Nupur Kumar

              
	
                Name:

              	
                Nupur
      Kumar

              
	
                Title:

              	
                Vice
      President

              
	 
      	 
      
	
                By:

              	
                /s/ Lynne-Marie Paquette

              
	
                Name:

              	
                Lynne-Marie
      Paquette

              
	
                Title:

              	
                Associate

              
	 
      	 
      
	
                ING CAPITAL LLC, as a
      Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Charles E. Hall

              
	
                Name:

              	
                Charles
      E. Hall

              
	
                Title:

              	
                Managing
      Director

              
	 
      	 
      
	
                U.S. BANK NATIONAL ASSOCIATION,
      as a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Heather A. Hann

              
	
                Name:

              	
                Heather
      A. Hann

              
	
                Title:

              	
                Vice
      President

              
	 
      	 
      
	
                THE FROST NATIONAL BANK,
      as a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Andrew A. Merryman

              
	
                Name:

              	
                Andrew
      A. Merryman

              
	
                Title:

              	
                Senior
      Vice President

              


      

    

    


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