Exhibit 10.1


 


Execution Version


 


EIGHTH AMENDMENT


TO


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


and


FIRST AMENDMENT


TO


SECOND AMENDED AND RESTATED GUARANTY AND
COLLATERAL AGREEMENT


 


DATED AS OF


OCTOBER 8, 2015


 


AMONG


 


EV PROPERTIES, L.P.,


as Borrower,


 


THE GUARANTORS,


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent,


 


and


 


The Lenders Signatory Hereto


 


 






 


WELLS FARGO, NATIONAL ASSOCIATION


as Syndication Agent,


 


MUFG UNION BANK, N.A.


BBVA COMPASS


and


CITIBANK, N.A.


as Co-Documentation Agents,


and


The Lenders Party Hereto


 


Sole Lead Arranger and Sole Book Runner


J.P. Morgan Securities LLC


 




     


     


    

 


EIGHTH AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


and


 


FIRST AMENDMENT


TO


SECOND AMENDED AND RESTATED GUARANTY
AND COLLATERAL AGREEMENT


 


This EIGHTH AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT and FIRST AMENDMENT TO SECOND AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT
(this “Amendment”) dated as of October 8, 2015, is among EV PROPERTIES, L.P., a Delaware limited partnership
(the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with
the Borrower, the “Obligors”); JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity,
together with its successors, the “Administrative Agent”); and the Lenders signatory hereto.


 


Recitals


 


A.           The
Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated
as of April 26, 2011 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December
21, 2011, by that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of March 29, 2012, by that
certain Third Amendment to Second Amended and Restated Credit Agreement dated as of September 27, 2012, by that certain Fourth
Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2013, by that certain Fifth Amendment to Second
Amended and Restated Credit Agreement dated as of August 7, 2014, by that certain Sixth Amendment to Second Amended and Restated
Credit Agreement dated as of September 19, 2014 and by that certain Seventh Amendment to Second Amended and Restated Credit Agreement,
dated as of February 26, 2015, the “Credit Agreement”), pursuant to which the Lenders have made certain credit
available to and on behalf of the Borrower.


 


B.           The
Second Amended and Restated Guaranty and Collateral Agreement, dated as of April 26, 2011, was executed by the Borrower, and those
subsidiaries of the Borrower signatory thereto from time to time as guarantors, in favor of the Administrative Agent for the Lenders
(the “Guaranty and Collateral Agreement”).


 


C.           The
Borrower, the Administrative Agent and the Lenders have agreed to amend certain provisions of each of the Credit Agreement and
the Guaranty and Collateral Agreement as more fully set forth herein.


 






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D.           NOW,
THEREFORE, 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 which
is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the
Credit Agreement, as amended by the Amendment.  Unless otherwise indicated, all section references in this Amendment
refer to sections of the Credit Agreement.  


 


Section
2.          Amendments to Credit Agreement.


 


2.1           Amendments
to Section 1.02.  


 


(a)          The
following definitions are hereby amended in their respective entireties to read as follows:


 


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


 


“Applicable
Margin” means, for any day, with respect to any ABR Loan or Eurodollar Loan, as the case may be, the rate per annum set
forth in the Borrowing Base Utilization Grid below based (subject to the last sentence of this definition of “Applicable
Margin”) upon the Borrowing Base Utilization Percentage then in effect:


 


Borrowing Base Utilization Grid


 


	Borrowing 

Base 

Utilization 

Percentage	 	<25%	 	 	>25%, but 

<50%	 	 	>50%, but 

<75%	 	 	>75%, but 

<90%	 	 	>90%	 
	ABR Loans	 	 	0.750	%	 	 	1.000	%	 	 	1.250	%	 	 	1.500	%	 	 	1.750	%
	Eurodollar Loans	 	 	1.750	%	 	 	2.000	%	 	 	2.250	%	 	 	2.500	%	 	 	2.750	%



 


Each change
in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately
preceding the effective date of the next such change; provided, however, that if at any time the Borrower fails to
deliver a Reserve Report pursuant to Section 8.12(a), then the “Applicable Margin” means the rate per annum
set forth on the grid when the Borrowing Base Utilization Percentage is at its highest level.


 






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“Covenant
Relief End Date” means the earlier of (a) December 31, 2016 and (b) the Business Day immediately following the date on
which the Borrower delivers written notice to the Administrative Agent that the Borrower has elected that the Covenant Relief End
Date occur on such Business Day and attaching an officer’s certificate confirming compliance with the covenants in Section
9.01 on a pro forma basis together with calculations showing such compliance in reasonable detail.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
identical), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section
1471(b)(1) of the Code and any law, regulation, rule, promulgation, or official agreement implementing an official government agreement
with respect to the foregoing.


 


“Other
Taxes” means any and all present or future stamp or documentary taxes or any other similar excise or Property taxes,
charges or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement and any other Loan Document.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholding)
imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


(b)          The
following definitions are hereby added where alphabetically appropriate to read as follows:


 


“Approved
Fund” means (a) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing,
holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered
or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans
and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by
the same investment advisor as such Lender or by an Affiliate of such investment advisor.


 


“Commitment
Fee Rate” means, for any day, the rate per annum set forth in the Borrowing Base Utilization Grid below based upon the
Borrowing Base:


 


Borrowing Base Utilization
Grid


 


	Borrowing 

Base 

Utilization 

Percentage	 	<25%	 	 	>25%, but 

<50%	 	 	>50%, but 

<75%	 	 	>75%, but 

<90%	 	 	>90%	 
	Commitment Fee	 	 	0.375	%	 	 	0.375	%	 	 	0.500	%	 	 	0.500	%	 	 	0.500	%



 






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“Eighth
Amendment” means that certain Eighth Amendment to Second Amended and Restated Credit Agreement and First Amendment to
Second Amended and Restated Guaranty and Collateral Agreement, dated as of the Eighth Amendment Effective Date, among the Borrower,
the Guarantors, the Administrative Agent and the Lenders party thereto.


 


“Eighth
Amendment Effective Date” means October 8, 2015.


 


“Participant
Register” has the meaning set forth in Section 12.04(c)(i).


 


“U.S.
Tax Compliance Certificate” has the meaning set forth in Section 5.03(f)(ii)(B)(3).


 


(c)          The
definition of “Excluded Taxes” is hereby amended by replacing “e” with “f” in the reference
to “Section 5.03” of clause “(c)” therein.


 


2.2           Amendment
to Section 2.08(f).  Section 2.08(f) is hereby amended by adding the following as clause (iv) after clause (iii)
and renumbering clause (iv) as clause (v):


 


(iv) any
dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit
may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee.


 


2.3           Amendment
to Section 3.05(a).  Section 3.05(a) is hereby amended by replacing “of 0.50%” with “equal to the
Commitment Fee Rate”.


 


2.4           Amendment
to Section 5.01(a).  Section 5.01(a) is hereby amended in its entirety as follows:


 


(a)          Eurodollar
Changes in Law.  If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account
of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);


 


(ii)         impose
on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans
made by such Lender; or


 


(iii)        subject
the Administrative Agent, such Lender or such Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Other Taxes and
(C) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto;


 






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and the result
of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining
its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender
for such additional costs incurred or reduction suffered.


 


2.5           Amendment
to Section 5.01(b).  Section 5.01(b) is hereby amended by adding “or liquidity” following each of (i)
“regarding capital requirements” and (ii) “with respect to capital adequacy”.


 


2.6           Amendment
to Section 5.03.  Section 5.03 is hereby amended in its entirety as follows:


 


Section 5.03         Taxes.


 


(a)          Payments
Free of Taxes.  Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any
Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable
law.  If any applicable law (as determined in the good faith discretion of the applicable withholding agent) requires
the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall
be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the Borrower
or such Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions
and withholdings applicable to additional sums payable under this Section 5.03(a)) the Administrative Agent, Lender or Issuing
Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding been
made.


 


(b)          Payment
of Other Taxes by the Borrower.  The Borrower or any Guarantor shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


 


(c)          Indemnification
by the Borrower.  The Borrower or any Guarantor shall jointly and severally indemnify the Administrative Agent, each
Lender and each Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes payable or paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to
any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 5.03) and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority.  A certificate of the Administrative Agent, a Lender or an Issuing
Bank as to the basis of such Indemnified Taxes and Other Taxes and the amount of such payment or liability under this Section
5.03 shall be delivered to the Borrower and shall be conclusive absent manifest error.


 






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(d)          Evidence
of Payments.  As soon as practicable after any payment of Taxes by the Borrower or any Guarantor to a Governmental
Authority pursuant to this Section 5.03, the Borrower or any Guarantor shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(e)          Indemnification
by the Lenders.  Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor,
for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower or any Guarantor
has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation
of the Borrower or any Guarantor to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions
of Section 12.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender,
in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and
apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent
to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).


 


(f)          Status
of Lenders.  (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will
enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution
and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(A), (ii)(B) and (ii)(D) below)
shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 






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(ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(A) any Lender
that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;


 


(B) any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever
of the following is applicable:


 


(1)  in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E (or any successor forms) establishing
an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "interest" article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E (or any successor forms)
establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "business profits" or "other
income" article of such tax treaty;


 


(2)  executed
originals of IRS Form W-8ECI (or any successor forms);


 


(3) in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit C-1. C-2, C-3, or C-4, as applicable, to the effect that such Foreign Lender is
not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C)
of the Code (a "U.S. Tax Compliance Certificate") and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (or
any successor forms); or


 






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(4) to the
extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, IRS Form W-8IMY and/or other certification documents from
each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect
partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate on behalf of each such direct and indirect partner;


 


(C) Any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed
originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and.


 


(D) FATCA.  If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this Section 5.03(f), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.  For purposes of determining withholding
Taxes imposed under FATCA, from and after the Eighth Amendment Effective Date, the Borrower and the Administrative Agent shall
treat (and the Lenders hereby authorize the Administrative Agent to treat) the Agreement as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


Each Lender
agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability
to do so.


 


(g)          Survival.  Each
party's obligations under this Section 5.03 shall survive the resignation or replacement of the Administrative Agent or any assignment
of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge
of all obligations under any Loan Document.


 






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2.7           Amendment
to Section 8.14(b).  Section 8.14(b) is hereby amended by adding “, other than a Foreign Subsidiary,”
following “any Wholly-Owned Subsidiary” and before “incurs or guarantees”.


 


2.8           Amendment
to Section 9.01(a).  Section 9.01(a) is hereby amended in its entirety as follows:


 


(a)          Ratio
of Total Debt to EBITDAX.  The Parent will not, as of any date of determination after the Covenant Relief End Date,
permit its ratio of Total Debt as of such date to EBITDAX for the most recent period of four fiscal quarters for which financial
statements are available to be greater than (i) for the fiscal quarters ending March 31, 2017 and June 30, 2017, 5.50 to 1.0, (ii)
for the fiscal quarters ending September 30, 2017 and December 31, 2017, 5.25 to 1.0 and (iii) for the fiscal quarter ending March
31, 2018 and thereafter, 4.25 to 1.0.  


 


2.9           Amendment
to Section 9.01(c).  Section 9.01(c) is hereby amended in its entirety as follows:


 


(c)          Ratio
of Senior Secured Funded Debt to EBITDAX.  The Parent will not, as of any date of determination from and after the
Eighth Amendment Effective Date up to and including the Covenant Relief End Date, permit its ratio of Senior Secured Funded Debt
as of such date to EBITDAX for the most recent period of four fiscal quarters for which financial statements are available to be
greater than 3.0 to 1.0.


 


2.10         Amendment
to Section 9.04(b).  Section 9.04(b) is hereby amended by adding (i) “(A)” following “except that
the Borrower may” and before “prepay the Senior Debt” and (ii) “and (B) Redeem the Existing Senior Notes
or the Senior Notes for which the aggregate consideration paid shall not exceed $50,000,000; provided, that the proceeds
of the Loans shall not be used to consummate such Redemption” following “the Borrower or the Parent” and before
“or (ii) amend, modify, waive”.


 


2.11         Amendment
to Section 12.03(b).  Section 12.03(b) is hereby amended by adding the following as the last sentence therein:


 


“This
Section 12.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from
any non-Tax claim.”


 


2.12         Amendment
to Section 12.04(b)(i).  Section 12.04(b)(i) is hereby amended in its entirety as follows:


 


(b)          
(i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may assign to one or more assignees, other than
a natural person or a Defaulting Lender, all or a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld) of:


 






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(A)         the
Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender,
an Approved Fund or, if an Event of Default has occurred and is continuing, to any other assignee; and


 


(B)         the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee
that is a Lender (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund
immediately prior to giving effect to such assignment.


 


2.13         Amendment
to Section 12.04(c)(i).  Section 12.04(c)(i) is hereby amended by adding the following as the last sentence therein:


 


“Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name
is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register.”


 


2.14         Amendment
to Section 12.04(c)(ii).  Section 12.04(c)(ii) is hereby amended by replacing “e” with “f”
in the last reference to “Section 5.03” therein.


 


2.15         Amendment
to List of Annexes, Exhibits and Schedules. The list of “Annexes, Exhibits and Schedules” to the Credit Agreement
hereby is amended by adding the following phrases immediately following the reference to “Exhibit E-2 Form of Additional
Lender Certificate”:  “Exhibit F-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are
Not Treated As Partnerships For U.S. Federal Income Tax Purposes)”, “Exhibit F-2  Form of U.S. Tax Compliance
Certificate (For Foreign Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)”, “Exhibit
F-3  Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Treated As Partnerships For U.S.
Federal Income Tax Purposes)”, and “Exhibit F-4  Form of U.S. Tax Compliance Certificate (For Foreign Participants
That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)”.


 






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2.16         Amendment
to Exhibits.  The Exhibits to the Credit Agreement hereby are amended by adding as new Exhibits F-1, F-2, F-3 and
F-4, the Exhibits in Attachment I hereto.


 


Section
3.          Amendments to Guaranty and Collateral Agreement.


 


3.1           Amendments
to Section 1.01.  


 


(a)          The
definition of “Guaranteed Creditors” is hereby amended by replacing “Swap Agreements” with “Documents”.


 


(b)          The
definition of “Guarantor Obligations” is hereby amended in its entirety to read as follows:


 


“Guarantor
Obligations” means the collective reference to (a) the Borrower Obligations and (b) all obligations and liabilities of
each Guarantor which may arise under or in connection with any Guaranteed Document, in each case, whether on account of principal,
interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to any Guaranteed Creditor under
any Guaranteed Document).


 


3.2           Amendment
to Section 2.01(a).  Section 2.01(a) is hereby amended by deleting “by the Borrower”.


 


3.3           Amendment
to Section 3.01.  Section 3.01 is hereby amended by replacing “of such Pledgor’s Obligations” with
“of the Borrower Obligations and the Guarantor Obligations”.


 


Section
4.          Borrowing Base.  For the period from and
including the Amendment Effective Date until the next Redetermination Date, the Borrowing Base is $625,000,000.  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.  For the avoidance of doubt, the redetermination of the Borrowing Base contained
in this Section 4 constitutes the Scheduled Redetermination for October 1, 2015 pursuant to Section 2.07 of the Credit Agreement.


 


Section
5.          Conditions Precedent.  This Amendment shall
become effective on the date (such date, the “Amendment Effective Date”) when each of the following conditions
is satisfied (or waived in accordance with Section 12.02):


 


5.1           The
Administrative Agent shall have received from each Lender and the Obligors counterparts (in such number as may be requested by
the Administrative Agent) of this Amendment signed on behalf of such Persons.


 






    	Page 12



     


    

 


5.2           Both
before and immediately after giving effect to this Amendment, (a) no Default shall have occurred and be continuing and (b) no default
or event of default shall exist under any capital stock, membership or partnership interests, financing arrangements or other material
contracts or agreements of the Parent and its subsidiaries.  


 


5.3           The
Administrative Agent shall have received UCC and other lien searches reflecting the absence of liens and security interests other
than those which are permitted under the Credit Agreement.


 


5.4           There
shall be no litigation seeking to enjoin or prevent this Amendment or the financing contemplated hereby.


 


5.5           The
Administrative Agent and the Lenders shall have received all fees required to be paid, including, without limitation, an upfront
fee for the account of each Lender, of forty (40) basis points multiplied by the positive difference, if any, between (a) each
such Lender’s final allocated Commitment as in effect immediately after giving effect to this Amendment minus (b) each such
Lender’s final allocated Commitment as in effect immediately prior to the Amendment Effective Date.


 


5.6           The
Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably
require.


 


The Administrative
Agent is hereby authorized and directed to declare this Amendment to be effective (and the Amendment Effective Date shall occur)
when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions
set forth in this Section 5 or the waiver of such conditions as permitted in Section 12.02.  Such declaration shall be
final, conclusive and binding upon all parties to the Credit Agreement for all purposes.


 


Section
6.          Post-Effective Covenant.  Within 45 days
of the Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Administrative
Agent shall have received confirmation and such documents and agreements as may be required such that, as of such date, the requirements
of Section 8.14(a) have been met.


 


Section
7.          Miscellaneous.


 


7.1           Confirmation.  The
provisions of the Credit Agreement, as amended by this Amendment, shall remain in full force and effect following the Amendment
Effective Date.


 


7.2           Ratification
and Affirmation; Representations and Warranties.  Each Obligor hereby (a) acknowledges the terms of this Amendment;
(b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document and agrees that
each Loan Document remains in full force and effect as expressly amended hereby; (c) agrees that from and after the Amendment Effective
Date each reference to the Credit Agreement in the Guaranty Agreement and the other Loan Documents shall be deemed to be a reference
to the Credit Agreement, as amended by this Amendment; and (d) represents and warrants to the Lenders that as of the date hereof:
(i) all of the representations and warranties contained in each Loan Document are true and correct in all material respects (without
duplication of materiality), 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 in all material respects (without duplication
of materiality) as of such specified earlier date, (ii) no Default has occurred and is continuing and (iii) no event, development
or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.  


 






    	Page 13



     


    

 


7.3           Release.  The
Borrower and each Obligor, in consideration of the Administrative Agent’s and the undersigned Lenders’ execution and
delivery of this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
unconditionally, freely, voluntarily and, after consultation with counsel and becoming fully and adequately informed as to the
relevant facts, circumstances and consequences, releases, waives and forever discharges (and further agrees not to allege, claim
or pursue) any and all claims, rights, causes of action, counterclaims or defenses of any kind whatsoever, in contract, in tort,
in law or in equity, whether known or unknown, direct or derivative, which the Borrower, each Obligor or any predecessor, successor
or assign might otherwise have or may have against the Administrative Agent, the Lenders, their present or former subsidiaries
and affiliates or any of the foregoing’s officers, directors, employees, attorneys or other representatives or agents on
account of any conduct, condition, act, omission, event, contract, liability, obligation, demand, covenant, promise, indebtedness,
claim, right, cause of action, suit, damage, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred
at any time prior to the Amendment Effective Date relating to the Loan Documents, this Amendment and/or the transactions contemplated
thereby or hereby.  The foregoing release shall survive the termination of this Amendment.


 


7.4           Counterparts.  This
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 an executed counterpart of a signature
page of this Amendment by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart
of this Amendment.


 


7.5           No
Oral Agreement.  This 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.


 


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


 


7.7           Payment
of Expenses.  In accordance with Section 12.03, 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 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.


 






    	Page 14



     


    

 


7.8           Severability.  Any
provision of this 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.


 


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


 


[Signature Pages Follow]


 




    	Page 15



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed effective as of the Amendment Effective Date.


 


	BORROWER:	EV PROPERTIES, L.P.
	 	 
	 	By: EV Properties GP, LLC, its general partner
	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer
	 	 
	PARENT:	EV ENERGY PARTNERS, L.P.
	 	 
	 	By: 	EV ENERGY GP, L.P.,
	 	 	its general partner
	 	 
	 	 	By:  EV MANAGEMENT, LLC, its general partner
	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer
	 	 
	GUARANTORS:	EV PROPERTIES GP, LLC
	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer


 





Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page




 




     


     

    

 


	 	ENERVEST PRODUCTION 
	 	PARTNERS, LTD.
	 	By:	EVPP GP, LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer
	 	 
	 	EVPP GP, LLC
	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer
	 	 
	 	CGAS PROPERTIES, L.P.
	 	 
	 	By:	EVCG GP, LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer
	 	 
	 	ENERVEST MONROE MARKETING, LTD.
	 	 
	 	By:	EVPP GP, LLC, its general partner
	 	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page



 




     


     

    

 


	 	ENERVEST MONROE GATHERING, LTD.
	 	 
	 	By:	EVPP GP, LLC, its general partner
	 	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer
	 	 
	 	BELDEN & BLAKE CORPORATION
	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer
	 	 
	 	ENERVEST MESA, LLC
	 	 
	 	By:	/s/ NICHOLAS BOBROWSKI
	 	 	Nicholas Bobrowski
	 	 	Vice President and Chief
	 	 	Financial Officer


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page



 




     


     

    

 


	ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, N.A., as
	 	Administrative Agent and a Lender
	 	 	 
	 	By:	/s/ MICHAEL A. KAMAUF
	 	 	Name:  	Michael A. Kamauf
	 	 	Title:	Authorized Officer


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page



 




     


     

    

 


	LENDERS:	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ BETSY JOCHER
	 	 	Name:  	Betsy Jocher
	 	 	Title:	Director


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page



 




     


     

    

 


	 	COMPASS BANK, as a Lender
	 	 
	 	By:	/s/ RHIANNA DISCH
	 	 	Name:  	Rhianna Disch
	 	 	Title:	Vice President


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	CITIBANK, N.A., as a Lender
	 	 
	 	By:	/s/ JEFF ARD
	 	 	Name:  	Jeff Ard
	 	 	Title:	Vice President


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	COMERICA BANK, as a Lender
	 	 
	 	By:	/s/ CHAD STEPHENSON
	 	 	Name:  	Chad Stephenson
	 	 	Title:	Vice President


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	ING CAPITAL LLC, as a Lender
	 	 
	 	By:	/s/ CHARLES HALL
	 	 	Name:  	Charles Hall
	 	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ JOSH STRONG
	 	 	Name:  	Josh Strong
	 	 	Title:	Director


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	ROYAL BANK OF CANADA, as a Lender
	 	 
	 	By:	/s/ EVANS SWANN, JR.
	 	 	Name:  	Evans Swann, Jr.
	 	 	Title:	Authorized Signatory


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


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


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	MUFG UNION BANK, N.A. F/K/A UNION BANK, N.A., as a Lender
	 	 
	 	By:	/s/ DAVID HELFFRICH
	 	 	Name:  	David Helffrich
	 	 	Title:	Vice President


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ BRAD JOHANN
	 	 	Name:  	Brad Johann
	 	 	Title:	Vice President


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/ G. SCOTT COLLINS
	 	 	Name:  	G. Scott Collins
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	By:	/s/ JOHN MOFFITT
	 	 	Name:	John Moffitt
	 	 	Title:	Assistant Vice President


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 	 
	 	By:	/s/ DOREEN BARR
	 	 	Name:  	Doreen Barr
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	By:	/s/ JAYANT RAO
	 	 	Name:  	Jayant Rao
	 	 	Title:	Authorized Signatory


 


Eighth Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 





     


     

    

 


	 	FROST BANK, as a Lender
	 	 
	 	By:	/s/ MATT SHANDS
	 	 	Name:  	Matt Shands
	 	 	Title: 	Assistant Vice President


 


Eighth Amendment to Second
Amended and Restated Credit Agreement

Signature Page







 




      


     


    

  


	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	By:	/s/ RAZA JAFFERI
	 	 	Name:  	Raza Jafferi
	 	 	Title: 	Vice President


 


Eighth Amendment to Second
Amended and Restated Credit Agreement

Signature Page


 



      


     


    

 


	 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
	 	 
	 	By:	/s/ TRUDY NELSON
	 	 	Name:  	Trudy Nelson
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	By:	/s/ RICHARD ANTL
	 	 	Name:  	Richard Antl
	 	 	Title: 	Authorized Signatory



 


Eighth Amendment to Second
Amended and Restated Credit Agreement

Signature Page


 





      


     


    

 


	 	REGIONS BANK, as a Lender
	 	 
	 	By:	/s/ MICHAEL KUTCHER
	 	 	Name:  	Michael Kutcher
	 	 	Title: 	Assistant Vice President



 


Eighth Amendment to Second
Amended and Restated Credit Agreement

Signature Page


 



      


     


    

 


Attachment I


 




      


     


    

 


EXHIBIT F-1


 


UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Treated As Partnerships For


U.S. Federal Income Tax Purposes)


 


Reference
is made to the Second Amended and Restated Credit Agreement, dated as of April 26, 2011 (as
amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”),
among EV ENERGY PARTNERS, L.P., (the “Parent”), EV PROPERTIES, L.P., (the “Borrower”), the
Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 5.03(f)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii)
it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document
are effectively connected with the undersigned’s conduct of a U.S. trade or business.


 


The undersigned has furnished
to the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN or W-8-BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished
the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar
years preceding each such payment.


 


[Signature Page Follows]


 




      


     


    

  


	 	[Foreign Lender]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated:______________________, 20[  ]


 




      


     


    

 


EXHIBIT F-2


 


UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Treated As Partnerships For


U.S. Federal Income Tax Purposes)


 


Reference
is made to the Second Amended and Restated Credit Agreement, dated as of April 26, 2011 (as
amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”),
among EV ENERGY PARTNERS, L.P., (the “Parent”), EV PROPERTIES, L.P., (the “Borrower”), the
Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 5.03(f)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its direct or indirect partners/members is
a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi)
no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect
partners’/members’ conduct of a U.S. trade or business.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its direct
or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that
is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two calendar years preceding each such payment.


 


[Signature Page Follows]


 




      


     


    

 


	 	[Foreign Lender]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated:______________________, 20[  ]


 




      


     


    

 


EXHIBIT F-3


 


UNITED STATES TAX COMPLIANCE CERTIFICATE



(For Foreign Participants That Are Not Treated
As Partnerships For


U.S. Federal Income Tax Purposes)


 


Reference
is made to the Second Amended and Restated Credit Agreement, dated as of April 26, 2011 (as
amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”),
among EV ENERGY PARTNERS, L.P., (the “Parent”), EV PROPERTIES, L.P., (the “Borrower”), the
Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 5.03(f)(ii)(B) and Section 12.04(c) of the Credit Agreement, the undersigned hereby certifies that (i)
it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document
are effectively connected with the undersigned’s conduct of a U.S. trade or business.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding each such payment.


 


[Signature Page Follows]


 




      


     


    

 


	 	[Foreign Participant]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated:______________________, 20[  ]


 




      


     


    

 


EXHIBIT F-4


 


UNITED STATES TAX COMPLIANCE CERTIFICATE



(For Foreign Participants That Are Treated
As Partnerships For


U.S. Federal Income Tax Purposes)


 


Reference
is made to the Second Amended and Restated Credit Agreement, dated as of April 26, 2011 (as
amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”),
among EV ENERGY PARTNERS, L.P., (the “Parent”), EV PROPERTIES, L.P., (the “Borrower”), the
Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 5.03(f)(ii)(B) and 12.04(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the
sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members
is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its
direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section
881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s
or its direct or indirect partners’/members’ conduct of a U.S. trade or business.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) and IRS Form W-8IMY accompanied by
an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio
interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding each such payment.


 


[Signature Page Follows]


 




      


     


    

  


	 	[Foreign Participant]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated:______________________, 20[  ]