Execution
Version


     

    FIFTH
AMENDMENT

     

    TO

     

    AMENDED
AND RESTATED CREDIT AGREEMENT

     

    Dated
as of September 30, 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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FIFTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS FIFTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “Fifth Amendment”)
dated as of September 30, 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, the Fourth Amendment dated
April 26, 2010, 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
Fifth 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 Fifth Amendment.  Unless otherwise indicated, all
section references in this Fifth 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, the Fourth Amendment and the Fifth
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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    “Fifth Amendment”
means that certain Fifth Amendment to Amended and Restated Credit Agreement,
dated as of September 30, 2010, among the Parent, the Borrower, the Guarantors,
the Administrative Agent and the Lenders party thereto.

     

    “Fifth Amendment Effective
Date” means September 30, 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 Fifth 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 Fifth 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.

     

    Section
3.                   Borrowing
Base.  For the period from and including Fifth 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 Fifth 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):

     

    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 Fifth 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.


    
      
         


      

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

     

    The
Administrative Agent is hereby authorized and directed to declare this Fifth
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 Fifth Amendment, shall
remain in full force and effect following the effectiveness of this Fifth
Amendment.

     

    5.2         Ratification and
Affirmation; Representations and Warranties.  Each Obligor
hereby (a) acknowledges the terms of this Fifth 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 Fifth 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
Fifth 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 Fifth Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.

     

    5.4        
NO ORAL
AGREEMENT.  THIS FIFTH 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.

     

    5.5         GOVERNING
LAW.  THIS FIFTH 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 Fifth 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.


    
      
         


      

      
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    5.7         Severability.  Any
provision of this Fifth 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 Fifth 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

              
	 
      	 
      	 
      
	 
      	 
      	
                /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

              
	 
      	 
      	 
      
	 
      	 
      	
                /s/  Michael E.
      Mercer

              
	 
      	 
      	
                Michael
      E. Mercer, Senior Vice President

              
	 
      	 
      	
                and
      Chief Financial Officer

              
	 
      	 
      	 
      
	
                OTHER
      GUARANTORS:

              	
                EV
      PROPERTIES GP, LLC

              
	 
      	 
      	 
      
	 
      	
                /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

              
	 
      	 
      	 
      
	 
      	 
      	
                /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

                
	 
      	 
      
	 
      	
                  /s/  Michael E.
      Mercer

                
	 
      	
                  Michael
      E. Mercer, Senior Vice President

                
	 
      	
                  and
      Chief Financial Officer

                
	 
      	 
      
	
                  ENERVEST-CARGAS,
      LTD.

                
	 
      	 
      
	
                  By:

                	
                  EVPP
      GP, LLC, its general partner

                
	 
      	 
      
	 
      	
                  /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

                
	 
      	 
      
	 
      	
                  /s/  Michael E.
      Mercer

                
	 
      	
                  Michael
      E. Mercer, Senior Vice President

                
	 
      	
                  and
      Chief Financial Officer

                
	 
      	 
      
	
                  EVPP GP,
      LLC

                
	
                  EVCG
      GP, LLC

                
	 
      	 
      
	 
      	
                  /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

              
	 
      	 
      
	 
      	
                /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 a Lender

                
	 
      	 
      
	
                  By:

                	
                  /s/ Michael A. Kamauf

                
	
                  Name: 
      Michael A. Kamauf

                
	
                  Title:  
       Vice President

                


        

      

    

    


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                                                                    BNP PARIBAS, as a
      Lender

                                                                  
	 
      	 
      	 
      
	
                                                                    By:

                                                                  	
                                                                    /s/ Betsy Jocher

                                                                  
	
                                                                    Name: 
      Betsy Jocher

                                                                  	 
      
	
                                                                    Title:    Director

                                                                  	 
      
	 
      	 
      	 
      
	
                                                                    By:

                                                                  	
                                                                    /s/ Richard Hawthorne

                                                                  
	
                                                                    Name:
       Richard Hawthorne

                                                                  	 
      
	
                                                                    Title:    Director

                                                                  	 
      
	 
      	 
      	 
      
	
                                                                    COMPASS BANK, as
      a

                                                                  
	
                                                                    Lender

                                                                  
	 
      	 
      	 
      
	
                                                                    By:

                                                                  	
                                                                    /s/ Spencer Stasney

                                                                  
	
                                                                    Name: 
      Spencer
Stasney

                                                                  	 
      
	
                                                                    Title:    Vice President

                                                                  	 
      
	 
      	 
      	 
      
	
                                                                    THE BANK OF NOVA SCOTIA,
      as a

                                                                  
	
                                                                    Lender

                                                                  
	 
      	 
      	 
      
	
                                                                    By:

                                                                  	
                                                                    /s/ M. Graham

                                                                  
	
                                                                    Name:  M. Graham

                                                                  	 
      
	
                                                                    Title:    Director

                                                                  	 
      
	 
      	 
      	 
      
	
                                                                    WELLS FARGO BANK, N.A.,
      as a

                                                                  
	
                                                                    Lender

                                                                  
	 
      	 
      	 
      
	
                                                                    By:

                                                                  	
                                                                    /s/  Richard
  Gould

                                                                  
	
                                                                    Name: 
      Richard Gould

                                                                  	 
      
	
                                                                    Title:    Managing Director

                                                                  	 
      


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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                          ROYAL BANK OF CANADA, as
      a

                        
	
                          Lender

                        
	 
      	 
      
	
                          By:

                        	
                          /s/ James R. Allred

                        
	
                          Name: 
      James R. Allred

                        
	
                          Title:    Authorized
      Signatory

                        
	 
      
	
                          ING CAPITAL LLC, as a
      Lender

                        
	 
      	 
      
	
                          By:

                        	
                          /s/  Charles E.
    Hall

                        
	
                          Name: 
      Charles E. Hall

                        
	
                          Title:    Managing
      Director

                        
	 
      
	
                          UNION BANK, N.A.,
      (formerly known as Union Bank of California N.A.)

                        
	
                          as
      a Lender

                        
	 
      	 
      
	
                          By:

                        	
                          /s/ Brian Caddell

                        
	
                          Name:  Brian
      Caddell

                        
	
                          Title:    Assistant Vice President

                        
	 
      
	
                          U.S.
      BANK NATIONAL

                        
	
                          ASSOCIATION,
      as a Lender

                        
	 
      	 
      
	
                          By:

                        	
                          /s/  Monte E.
    Deckerd

                        
	
                          Name: 
      Monte E. Deckerd

                        
	
                          Title:    Senior
      Vice President

                        
	 
      
	
                          COMERICA BANK, as a
      Lender

                        
	 
      	 
      
	
                          By: 

                        	
                          /s/ Justin Crawford

                        
	
                          Name:  Justin
  Crawford

                        
	
                          Title:    Vice
President

                        


                

              

            

          

        

      

    

    


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                                        THE FROST NATIONAL BANK, as
      a

                                      
	
                                        Lender

                                      
	 
      	 
      
	
                                        By:

                                      	
                                        /s/  Andrew A.
      Merryman

                                      
	
                                        Name: 
      Andrew A. Merryman

                                      
	
                                        Title:    Senior
      Vice President

                                      
	 
      	 
      
	
                                        AMEGY
      BANK NATIONAL

                                      
	
                                        ASSOCIATION, as a
      Lender

                                      
	 
      	 
      
	
                                        By:

                                      	
                                        /s/  Kenneth R. Batson,
      III

                                      
	
                                        Name: 
      Kenneth R. Batson,
      III

                                      
	
                                        Title:    Vice President

                                      
	 
      
	
                                        CITIBANK, N.A., as a
      Lender

                                      
	 
      	 
      
	
                                        By:

                                      	
                                        /s/ Thomas Benavides

                                      
	
                                        Name: 
      Thomas
    Benavides

                                      
	
                                        Title:    Senior Vice President

                                      
	 
      
	
                                        CREDIT SUISSE AG, CAYMAN
      ISLANDS BRANCH (f/k/a CREDIT SUISSE, Cayman Islands
      Branch), as a Lender

                                      
	 
      	 
      
	
                                        By:

                                      	
                                        /s/ Nupur Kumar

                                      
	
                                        Name:  Nupur
      Kumar

                                      
	
                                        Title:    Vice President

                                      
	 
      	 
      
	
                                        By:

                                      	
                                        /s/ Rahul Parmar

                                      
	
                                        Name:  Rahul
      Parmar

                                      
	
                                        Title:    Associate

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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