Execution Version





 


Second
Amendment


 


to


 


Second
Amended and Restated Credit Agreement


 


Dated
as of


March
29, 2012


 


among


 


EV
Properties, L.P.,


as Borrower,


 


The
Guarantors,


 


JPMorgan
Chase Bank, N.A.,


as Administrative Agent,


 


and


 


The Lenders Signatory Hereto


 






    	 



    	 



    

 


Second
Amendment to Second Amended and Restated Credit Agreement


 


This Second
Amendment to Second Amended and Restated Credit Agreement (this “Second Amendment”) dated as of March
29, 2012, 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,
the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of
the Borrower.


 


B.The Guarantors
are parties to that certain Second Amended and Restated Guaranty and Collateral Agreement dated as of April 26, 2011 made by the
Borrower and each of the other Obligors in favor of the Administrative Agent (as heretofore amended, modified or supplemented,
the “Guaranty Agreement”).


 


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


 


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 Second Amendment, shall
have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Second
Amendment refer to sections of the Credit Agreement.


 


Section 2.Amendments
to Credit Agreement.


 


2.1Amendments
to Section 1.02.


 


(a) The definition
of “Agreement” is hereby amended in its entirety 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, and as the same may be amended, modified or supplemented from time to time.


 


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


 



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“Cardinal”
means Cardinal Gas Services LLC, a Delaware limited liability company.


 


“Second
Amendment” means that certain Second Amendment to Second Amended and Restated Credit Agreement, dated as of March 29,
2012, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.


 


“UEO”
means Utica East Ohio Midstream LLC, a Delaware limited liability company.


 


2.2Amendments
to Section 9.05. Section 9.05 is hereby amended by adding the following new subsection (n) at the end thereof:


 


(n)Investments
in Cardinal, UEO and other joint venture entities related to the Utica midstream operations of the of the Borrower, Cardinal, UEO
or their respective Affiliates, not to exceed $200,000,000 in the aggregate at any time.


 


Section 3.Conditions
Precedent. This Second Amendment shall become effective on the date (such date, the “Second Amendment Effective Date”)
when each of the following conditions is satisfied (or waived in accordance with Section 12.02):


 


3.1The
Administrative Agent shall have received from the Majority Lenders and the Obligors counterparts (in such number as may be requested
by the Administrative Agent) of this Second Amendment signed on behalf of such Persons.


 


3.2Both
before and immediately after giving effect to this Second Amendment, no Default shall have occurred and be continuing.


 


3.3The
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 Second Amendment to be effective (and
the Second 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 3 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
4.Miscellaneous.


 


4.1Confirmation.  The
provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the Second
Amendment Effective Date.


 



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4.2Ratification
and Affirmation; Representations and Warranties.  Each Obligor hereby (a) acknowledges the terms of this Second 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 Second 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 Second 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 have occurred or exists
that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.



 


4.3Counterparts.  This
Second 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 Second Amendment by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart
of this Second Amendment.


 


4.4No
Oral Agreement.  This Second 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.


 


4.5GOVERNING
LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS.


 


4.6Payment
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 Second 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.


 


4.7Severability.  Any
provision of this Second 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.


 


4.8Successors
and Assigns.  This Second Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.


 


[Signature Pages Follow]


 



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


 


	BORROWER:	EV PROPERTIES, L.P.
	 	 	 	 
	 	By:	EV Properties GP, LLC, its general partner
	 	 	 
	 	 	By:	/s/ MICHAEL E. MERCER
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	GUARANTORS:	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
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	EV PROPERTIES GP, LLC
	 	 	 	 
	 	 	By:	/s/ MICHAEL E. MERCER
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer


 


Second Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 



    	 



    	 



    

 


	 	Enervest Production
	 	Partners, Ltd.
	 	 	 	 
	 	By:	EVPP GP, LLC, its general partner
	 	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	EVPP GP, LLC
	 	 	 	 
	 	By:	/s/ MICHAEL E. MERCER
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	cgas properties, l.p.
	 	 	 	 
	 	By:	EVCG GP, LLC, its general partner
	 	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer


 


Second Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 



    	 



    	 



    

 


	 	Enervest-Cargas, Ltd.
	 	 	 	 
	 	By:	EVPP GP, LLC, its general partner
	 	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	EVCG GP, LLC
	 	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	Enervest Monroe Marketing,
    Ltd.
	 	 	 	 
	 	By:	EVPP GP, LLC, its general partner
	 	 	 	 
	 	By:  	/s/ MICHAEL E. MERCER
	 	 	Name: 	 Michael E. Mercer
	 	 	Title: 	 Senior Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	ENERVEST MONROE GATHERING, LTD.
	 	 	 	 
	 	By: 	EVPP GP, LLC, its general partner
	 	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	 	Name:	Michael E. Mercer
	 	 	Title:	Senior Vice President and Chief
	 	 	 	Financial Officer


 


Second 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/ JO LINDA PAPADAKIS
	 	 	Name: 	Jo Linda Papadakis
	 	 	Title:	Authorized Officer
	 	 	 	 
	LENDERS:	 	BNP PARIBAS, as a Lender
	 	 	 	 
	 	 	By:	/s/ BESTY JOCHER
	 	 	Name: 	Betsy Jocher
	 	 	Title:	Director
	 	 	 	 
	 	 	By:	/s/ MICHAELA BRAUN
	 	 	Name: 	Michaela Braun
	 	 	Title:	Director
	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 	 
	 	 	By:	/s/ MICHAEL REAL
	 	 	Name: 	Michael Real
	 	 	Title:	Director
	 	 	 	 
	 	 	COMPASS BANK, as a Lender
	 	 	 	 
	 	 	By:	/s/ ANN VAN WAGENER
	 	 	Name: 	Ann Van Wagener
	 	 	Title:	Vice President
	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender
	 	 	 	 
	 	 	By:	/s/ THOMAS BENAVIDES
	 	 	Name: 	Thomas Benavides
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	 	COMERICA BANK, as a Lender
	 	 	 	 
	 	 	By:	/s/ BRENTON BELLAMY
	 	 	Name: 	Brenton Bellamy
	 	 	Title:	AssistantVice President


 


Second Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 



    	 



    	 



    

 


	 	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
	 	 	 	 
	 	 	By:	/s/ DARRELL STANLEY
	 	 	Name: 	Darrell Stanley
	 	 	Title:	Managing Director
	 	 	 	 
	 	 	By:	/s/ MICHAEL D. WILLIS
	 	 	Name: 	Michael D. Willis
	 	 	Title:	Managing Director
	 	 	 	 
	 	 	ING CAPITAL LLC, as a Lender
	 	 	 	 
	 	 	By:	/s/ JULIE BIESER
	 	 	Name: 	Julie Bieser
	 	 	Title:	Director
	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Lender
	 	 	 	 
	 	 	By:	/s/ MARK LUMPKIN, JR.
	 	 	Name: 	Mark Lumpkin, Jr.
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender
	 	 	 	 
	 	 	By:	/s/ T. DONOVAN
	 	 	Name: 	T. Donovan
	 	 	Title:	Managing Director
	 	 	 	 
	 	 	UNION BANK, N.A., as a Lender
	 	 	 	 
	 	 	By:	/s/ ZACHARY HOLLY
	 	 	Name: 	Zachary Holly
	 	 	Title:	Assistant Vice President
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 	 
	 	 	By:	/s/ DARIA MAHONEY
	 	 	Name: 	Daria Mahoney
	 	 	Title:	Vice President


 


Second Amendment to Second Amended and Restated
Credit Agreement


Signature Page


 



    	 



    	 



    

 


	 	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 	 
	 	 	By:	/s/ H. Brock Hudson
	 	 	Name: 	H. Brock Hudson
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 	 	 
	 	 	By:	/s/ SHAHEEN MALIK
	 	 	Name: 	Shaheen Malik
	 	 	Title:	Vice President
	 	 	 	 
	 	 	By:	/s/ MICHAEL SPAIGHT
	 	 	Name: 	Michael Spaight
	 	 	Title:	Associate
	 	 	 	 
	 	 	THE FROST NATIONAL BANK, as a Lender
	 	 	 	 
	 	 	By:	/s/ ANDREW A. MERRYMAN
	 	 	Name: 	Andrew A. Merryman
	 	 	Title:	Sr. Vice President


 


Second Amendment to Second Amended and Restated
Credit Agreement


Signature Page