Exhibit 10.18










FOURTH AMENDMENT


 


TO


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


 


 


DATED AS OF


 


FEBRUARY 26, 2013


 


 


 


AMONG


 


 


 


EV PROPERTIES, L.P.,


 


as Borrower,


 


 


 


THE GUARANTORS,


 


 


 


JPMORGAN CHASE BANK, N.A.,


 


as Administrative Agent,


 


 


 


and


 


 


 


The Lenders Signatory Hereto


 






    	 



    	 	



    
 


FOURTH AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT


 


This FOURTH AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”) dated as of February 26, 2013, 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 and by that certain
Third Amendment to Second Amended and Restated Credit Agreement dated as of September 27, 2012, 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 Fourth Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section
references in this Fourth Amendment refer to sections of the Credit Agreement.


 


Section
2.                
Amendments to Credit Agreement.


 


2.1                
Amendments to Section 1.02.


 


(a)               
The 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, the Third Amendment, the Fourth Amendment, and as the same may be amended, modified or supplemented from
time to time.


 






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


 


“Fourth
Amendment” means that certain Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of February
26, 2013, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.


 


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


 


“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.


 


2.2                
Amendments to Section 9.01.


 


(a)Section 9.01(a)
is hereby amended in its entirety to read as follows:


 


(a)Ratio
of Total Debt to EBITDAX. The Parent will not, as of any date of determination from and after March 31, 2014, 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 4.25 to 1.0.


 


(b)Section 9.01(c)
is hereby added which reads 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 Fourth Amendment
Effective Date up to and including March 30, 2014, 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.


 


Section
3.                
Conditions Precedent. This Fourth Amendment shall become effective on the date (such date, the “Fourth
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 Fourth Amendment signed on behalf of such Persons.


 


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


 






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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 Fourth Amendment to be effective (and the Fourth 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 Fourth Amendment, shall remain in
full force and effect following the Fourth Amendment Effective Date.


 


4.2                
Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms
of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges 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 Fourth 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 Fourth 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 Fourth Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery
of an executed counterpart of a signature page of this Fourth Amendment by telecopy, facsimile or email transmission shall be effective
as delivery of a manually executed counterpart of this Fourth Amendment.


 


4.4                
No Oral Agreement. This Fourth Amendment, the Credit Agreement and the other Loan Documents executed in connection
herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous,
or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.


 


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


 






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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 Fourth Amendment,
any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent.


 


4.7                
Severability. Any provision of this Fourth Amendment which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


4.8                
Successors and Assigns. This Fourth 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 Fourth Amendment to be duly executed effective as of the Fourth 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



 





	GUARANTORS:	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



 





		EV PROPERTIES GP, LLC
	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	 	Michael E. Mercer
Senior Vice President and Chief

Financial Officer



 





Fourth 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:  

Title:

 	Michael E. Mercer
Senior Vice President and Chief

Financial Officer



 





		EVPP GP, LLC




	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	Name:  

Title:

 	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
	 	Name:  

Title:

 	Michael E. Mercer
Senior Vice President and Chief

Financial Officer



 


Fourth 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:  

Title:

 	Michael E. Mercer
Senior Vice President and Chief

Financial Officer



 





		EVPP GP, LLC




	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	Name:  

Title:

 	Michael E. Mercer
Senior Vice President and Chief

Financial Officer



 





		ENERVEST MONROE MARKETING, LTD.




	 	 
	 	By:	EVCG GP, LLC, its general partner
	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	Name:  

Title:

 	Michael E. Mercer
Senior Vice President and Chief

Financial Officer






 





		ENERVEST MONROE GATHERING, LTD.




	 	 
	 	By:	EVCG GP, LLC, its general partner
	 	 	 
	 	By: 	/s/ MICHAEL E. MERCER
	 	Name:  

Title:

 	Michael E. Mercer
Senior Vice President and Chief

Financial Officer



 



Fourth 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:

Title: 	Michael A. Kamauf



Authorized Officer



 


 





	LENDERS:



	WELLS FARGO BANK, NATIONAL




	 	ASSOCIATION, as a Lender




	 	 
	 	 	 
	 	By: 	/s/ BESTY JOCHER
	 	Name: 

Title:	Betsy Jocher



Director



 


 





		COMPASS BANK, as a
                    Lender




	 	 
	 	 	 
	 	By: 	/s/ ANN VAN WAGENER
	 	Name: 

Title: 	Ann Van Wagener



Senior Vice President 



 





Fourth Amendment to Second Amended and Restated
Credit Agreement

Signature Page








    	 



    	 	



    
 


	



	CITIBANK, N.A., as
                    a Lender




	 	 
	 	 	 
	 	By: 	/s/ EAMON BAQUI
	 	Name:

Title: 	Eamon Baqui



Vice President







 





	



	COMERICA BANK, as a
                    Lender




	 	 
	 	 	 
	 	By: 	/s/ JUSTIN CRAWFORD
	 	Name: 

Title:	Justin Crawford



Senior Vice President







 





		CREDIT AGRICOLE CORPORATE AND




	 	INVESTMENT BANK, as
                    a Lender




	 	 	 
	 	By: 	/s/ TOM BYARGEON
	 	Name: 

Title: 	Tom Byargeon



Managing Director







 


	 	




	 	 	 
	 	By: 	/s/ DARRELL STANLEY
	 	Name: 

Title: 	Darrell Stanley



Managing Director










 


		ING CAPITAL LLC, as
                    a Lender




	 	 	 
	 	By: 	/s/ JULI BIESER
	 	Name: 

Title: 	Juli Bieser



 Director







 





		ROYAL BANK OF CANADA,
                    as a Lender




	 	 	 
	 	By: 	/s/ MARK LUMPKIN, JR.
	 	Name: 

Title: 	Mark Lumpkin, Jr.



 Authorized Signatory






 


 


Fourth Amendment to Second Amended and Restated
Credit Agreement

Signature Page








    	 



    	 	



    
 





	



	THE BANK OF NOVA SCOTIA,
                    as a Lender




	 	 
	 	 	 
	 	By: 	/s/ TERRY DONOVAN
	 	Name:

Title: 	Terry Donovan



Managing Director







 





	



	UNION BANK, N.A., as
                    a Lender




	 	 
	 	 	 
	 	By: 	/s/ DAVID HELFFRICH
	 	Name: 

Title:	David Helffrich



 Vice President







 





		U.S. BANK NATIONAL ASSOCIATION,
                    as a




	 	Lender




	 	 	 
	 	By: 	/s/ JUSTIN M. ALEXANDER
	 	Name: 

Title: 	Justin M. Alexander



Senior Vice President







 


	 	AMEGY BANK NATIONAL ASSOCIATION,
                    








	 	as a Lender




	 	 	 
	 	By: 	/s/ THOMAS KLEIDERER
	 	Name: 

Title: 	Thomas Kleiderer



Vice President










 


		CREDIT SUISSE AG, CAYMAN ISLANDS




	 	BRANCH, as a Lender




	 	 	 
	 	By: 	/s/ VIPUL DHADDA
	 	Name: 

Title: 	Vipul Dhadda



 Vice President







 





		 




	 	 	 
	 	By: 	/s/ WEI-JEN YUAN
	 	Name: 

Title: 	Wei-Jen Yuan



 Associate






 


 


Fourth Amendment to Second Amended and Restated
Credit Agreement

Signature Page








    	 



    	 	



    
 





	 	FROST BANK, as a Lender








	 	




	 	 	 
	 	By: 	/s/ LANE DODDS
	 	Name: 

Title: 	Lane Dodds



Sr. Vice President






 






 


Fourth Amendment to Second Amended and Restated
Credit Agreement

Signature Page