Exhibit 10.1


 


SIXTH AMENDMENT


 


TO


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


DATED AS OF


 


SEPTEMBER 19, 2014


 


AMONG


 


EV PROPERTIES, L.P.,


 


as Borrower,


 


THE GUARANTORS,


 


JPMORGAN CHASE BANK, N.A.,


 


as Administrative Agent,


 


and


 


The Lenders Signatory Hereto


 




    	 



    	 



    

  


SIXTH AMENDMENT TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT


 


This SIXTH AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”) dated as of September 19, 2014, 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, and by that certain Fifth Amendment to
Second Amended and Restated Credit Agreement dated as of August 7, 2014, the “Credit Agreement”), pursuant to
which the Lenders have made certain credit available to and on behalf of the Borrower.


 


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


 


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


 


Section
2.          Amendments to Credit Agreement.


 


2.1           Amendments
to Section 1.02.


 


(a)          The
definitions of “Agreement” and “Senior Secured Funded Debt” 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, and as the same may
be amended, modified or supplemented from time to time.


 




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“Senior
Secured Funded Debt” means any Debt included in the definition of “Total Debt” which is secured by a Lien on
the Properties of the Borrower or any Guarantor, except for any Debt secured by a Lien on the equity interests of EVEP Redbird
permitted under Section 9.03(f).


 


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


 


“EVEP
Redbird” means CGS Nine LLC, a Delaware limited liability company.


 


“Sixth
Amendment” means that certain Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of September
19, 2014, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.


 


“Sixth
Amendment Effective Date” has the meaning set forth in the Sixth Amendment.


 


2.2           Amendment
to Section 9.02. Section 9.02 is hereby amended to insert the following Section 9.02(g) which reads in its entirety as follows:


 


(g)          Debt
incurred by EVEP Redbird in a principal amount of approximately $80,000,000; provided that such Debt is non-recourse to the Parent,
the Borrower and the other Subsidiaries of the Parent.


 


2.3           Amendment
to Section 9.03. Section 9.03 is hereby amended to insert the following Section 9.03(f) which reads in its entirety as follows:


 


(f)          Liens
on Equity Interests in Cardinal and EVEP Redbird to secure Debt contemplated by Section 9.02(g); provided that such Liens attach
only to the Equity Interests being pledged as collateral to secure such Debt and the proceeds thereof and are otherwise non-recourse
to the Parent, the Borrower and its Subsidiaries.


 


2.4           Amendment
to Section 9.12. Section 9.12 is hereby amended to delete the word “and” immediately prior to the beginning of
Section 9.12(e) and to insert at the end of such Section the following new Section 9.12(f) which reads in its entirety as follows:


 


“and
(f) the sale of all of any portion of any Investment permitted by Section 9.05(n)”.


 


2.5           Waiver
of Section 8.14(b). To the extent it would otherwise be required to comply, the parties agree that EVEP Redbird shall not be
required to comply with Section 8.14(b) while it remains obligated to pay the Debt permitted to be incurred under Section 9.02(g).


 




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


 


3.1           The
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 Sixth Amendment signed on behalf of such Persons.


 


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


 


3.3           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 Sixth Amendment to be effective (and the Sixth 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.


 


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


 


4.2           Ratification
and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Sixth 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 Sixth 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 Sixth 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.


 


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


 




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4.4           No
Oral Agreement. This Sixth 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.


 


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


 


4.6           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 Sixth 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.


 


4.7           Severability.
Any provision of this Sixth 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.


 


4.8           Successors
and Assigns. This Sixth 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 Sixth Amendment to be duly executed effective as of the Sixth Amendment Effective Date.


 


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


 


Sixth 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
	 	 	Michael E. Mercer
	 	 	Senior Vice President and Chief
	 	 	Financial Officer
	 	 	 
	 	EVPP GP, LLC
	 	 	 
	 	By:	/s/ MICHAEL E. MERCER
	 	 	Michael E. Mercer
	 	 	Senior Vice President and Chief
	 	 	Financial Officer
	 	 	 
	 	CGAS PROPERTIES, L.P.
	 	 	 
	 	By:	EVCG GP, LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ MICHAEL E. MERCER
	 	 	Michael E. Mercer
	 	 	Senior Vice President and Chief
	 	 	Financial Officer
	 	 	 
	 	ENERVEST-CARGAS, LTD.
	 	 	 
	 	By:	EVPP GP, LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ MICHAEL E. MERCER
	 	 	Michael E. Mercer
	 	 	Senior Vice President and Chief
	 	 	Financial Officer


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

Signature Page


 




    	 



    	 



    

  


	 	EVCG GP, LLC
	 	 	 
	 	By:	/s/ MICHAEL E. MERCER
	 	 	Michael E. Mercer
	 	 	Senior Vice President and Chief
	 	 	Financial Officer
	 	 	 
	 	ENERVEST MONROE MARKETING, LTD.
	 	 	 
	 	By:	EVPP GP, LLC, its general partner
	 	 	 
	 	By:	/s/ MICHAEL E. MERCER
	 	 	Michael E. Mercer
	 	 	Senior Vice President and Chief
	 	 	Financial Officer
	 	 
	 	ENERVEST MONROE GATHERING, LTD.
	 	 	 
	 	By:	EVPP GP, LLC, its general partner
	 	 	 
	 	By:	/s/ MICHAEL E. MERCER
	 	 	Michael E. Mercer
	 	 	Senior Vice President and Chief
	 	 	Financial Officer


 


Sixth 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/ RONALD DIERKER
	 	 	Name:	Ronald Dierker
	 	 	Title:	Authorized Officer


 


Sixth 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


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

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


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

Signature Page


 




    	 



    	 



    

  


	 	CITIBANK, N.A., as a Lender
	 	 
	 	By:	/s/ EAMON BAQUI
	 	 	Name:	Eamon Baqui
	 	 	Title:	Vice President


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

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	 	COMERICA BANK, as a Lender
	 	 
	 	By:	/s/ WILLIAM ROBINSON
	 	 	Name:	William Robinson
	 	 	Title:	Vice President


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

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	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
	 	 
	 	By:	/s/ MICHAEL WILLIS
	 	 	Name:	Michael Willis
	 	 	Title:	Managing Director
	 	 	 	 
	 	By:	/s/ DIXON SCHULTZ
	 	 	Name:	Dixon Schultz
	 	 	Title:	Managing Director


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

Signature Page


 




    	 



    	 



    

  


	 	ING CAPITAL LLC, as a Lender
	 	 	 
	 	By:	/s/ JULI BIESER
	 	 	Name:	Juli Bieser
	 	 	Title:	Director
	 	 	 
	 	By:	/s/ CHARLES HALL
	 	 	Name:	Charles Hall
	 	 	Title:	Managing Director


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

Signature Page


 




    	 



    	 



    

  


	 	ROYAL BANK OF CANADA, as a Lender
	 	 
	 	By:	/s/ MARK LUMPKIN, JR.
	 	 	Name:	Mark Lumpkin, Jr.
	 	 	Title:	Authorized Signatory


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

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	 	THE BANK OF NOVA SCOTIA, as a Lender
	 	 
	 	By:	/s/ ALAN DAWSON
	 	 	Name:	Alan Dawson
	 	 	Title:	Director


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

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	 	MUFG UNION BANK, N.A. (fka, Union Bank N.A.), as a Lender
	 	 	 
	 	By:	/s/ DAVID HELFFRICH
	 	 	Name:	David Helffrich
	 	 	Title:	Vice President


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

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	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/ JOHN C. LOZANO
	 	 	Name:	John C. Lozano
	 	 	Title:	Vice President


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

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	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/ THOMAS KLEIDERER
	 	 	Name:	Thomas Kleiderer
	 	 	Title:	Vice President


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

Signature Page


 




    	 



    	 



    

  


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ MICHAEL SPAIGHT
	 	 	Name:	Michael Spaight
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	By:	/s/ VIPUL DHADDA
	 	 	Name:	Vipul Dhadda
	 	 	Title:	Authorized Signatory


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

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


 


Sixth Amendment to Second Amended and Restated
Credit Agreement

Signature Page