EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2017 • EP Energy LLC • Crude petroleum & natural gas
This Employment Agreement (“Agreement”) is made and entered into by and between EP Energy Corporation, a Delaware corporation (the “Company”), and Chad England (“Employee”) effective as of November 1, 2017 (the “Effective Date”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EP ENERGY LLC A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • March 3rd, 2017 • EP Energy LLC • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EP Energy LLC (the “Company”) is entered into effective as of this 28th day of November, 2016, by EPE Acquisition, LLC, a Delaware limited liability company (the “Member”).
EP ENERGY CORPORATION [and] [IF APPLICABLE, INSERT – THE GUARANTORS PARTY HERETO] to [NAME OF TRUSTEE] Trustee INDENTURE Dated as of [________] [__], 20[__] SUBORDINATED DEBT SECURITIESIndenture • July 30th, 2015 • EP Energy LLC • Crude petroleum & natural gas • New York
INDENTURE, dated as of [__________] [between][among] EP Energy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1001 Louisiana Street, Houston, TX 77002 [if applicable, insert – , the Guarantors (as defined hereinafter)], each having its principal office at 1001 Louisiana Street, Houston, TX 77002], and [Name of Trustee], a [corporation–bank–national banking association] duly organized and existing under the laws of State of [__________], as Trustee (herein called the “Trustee”).
PLEDGE AGREEMENT dated and effective as of August 24, 2016, among EP ENERGY LLC, each Subsidiary of EP Energy LLC identified herein, and CITIBANK, N.A., as Collateral AgentPledge Agreement • August 26th, 2016 • EP Energy LLC • Crude petroleum & natural gas • New York
This PLEDGE AGREEMENT dated and effective as of August 24, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EP ENERGY LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto after the date hereof (each, a “Subsidiary Party”) and CITIBANK, N.A., as Collateral Agent (in such capacity, the “Agent” or the “Collateral Agent”) for the Secured Parties (as defined in Section 1.02 below).
COLLATERAL AGREEMENT dated and effective as of August 24, 2016, among EP ENERGY LLC, each Subsidiary of EP Energy LLC identified herein, and CITIBANK, N.A., as Collateral AgentCollateral Agreement • August 26th, 2016 • EP Energy LLC • Crude petroleum & natural gas • New York
This COLLATERAL AGREEMENT dated and effective as of August 24, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EP ENERGY LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto after the date hereof (each, a “Subsidiary Party”) and CITIBANK, N.A., as Collateral Agent (in such capacity, the “Agent” or the “Collateral Agent”) for the Secured Parties (as defined in Section 1.02 below).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 4th, 2016 • EP Energy LLC • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (together with the Exhibits and Schedules made a part hereof, “Agreement”), dated the 18th day of March, 2016 (“Execution Date”), is made by and among EP Energy E&P Company, L.P., a Delaware limited partnership (“EPE”), EP Energy Management, L.L.C., a Delaware limited liability company (“EPM”) and Crystal E&P Company, L.L.C., a Delaware limited liability company (“Crystal” and together with EPE and EPM, “Seller”), on the one hand, and Covey Park Gas LLC, a Delaware limited liability company (“Buyer”), on the other hand. Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2017 • EP Energy LLC • Crude petroleum & natural gas
This Employment Agreement (“Agreement”) is made and entered into by and between EP Energy Corporation, a Delaware corporation (the “Company”), and Ray Ambrose (“Employee”) effective as of November 1, 2017 (the “Effective Date”).
GUARANTEE AGREEMENTGuarantee Agreement • August 26th, 2016 • EP Energy LLC • Crude petroleum & natural gas
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2013 • EP Energy LLC • Crude petroleum & natural gas • New York
SECOND AMENDMENT, dated as of March 27, 2013 (this “Amendment”), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPE Holdings LLC, a Delaware limited liability company (“Holdings”), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders, the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party thereto.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 25th, 2017 • EP Energy LLC • Crude petroleum & natural gas • New York
SEVENTH AMENDMENT, dated as of April 24, 2017 (this “Amendment”), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPE Acquisition, LLC, a Delaware limited liability company (successor-by-merger to EPE Holdings, LLC) (“Holdings”), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly-owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders, the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party thereto.
BACKSTOP COMMITMENT AGREEMENT AMONG EP ENERGY CORPORATION EACH OF THE OTHER DEBTORS LISTED ON SCHEDULE 1 HERETO AND THE COMMITMENT PARTIES PARTY HERETO Dated as of October 18, 2019Backstop Commitment Agreement • October 21st, 2019 • EP Energy LLC • Crude petroleum & natural gas • New York
THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of October 18, 2019, is made by and among (i) EP Energy Corporation (the “Company”), each of its direct and indirect subsidiaries listed on Schedule 1 hereto (together with the Company, each a “Debtor” and collectively, the “Debtors”), on the one hand, and (ii) each of the Commitment Parties (as defined below), on the other hand. Each Debtor and each Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2015 • EP Energy LLC • Crude petroleum & natural gas • New York
THIRD AMENDMENT, dated as of October 27, 2014 (this “Amendment”), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPE Holdings LLC, a Delaware limited liability company (“Holdings”), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a “Lender” and collectively, the “Lenders,” including each of DNB Capital LLC and Deutsche Bank AG New York Branch (each, a “New Lender”), each of whom joins the Credit Agreement effective as of the Amendment Effective Date by its execution of this Amendment pursuant to Article IV hereof), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collater
CONSENT AND AGREEMENTCredit Agreement • August 14th, 2013 • EP Energy LLC • Crude petroleum & natural gas • New York
CONSENT AND AGREEMENT, dated as of June 7, 2013 (this “Agreement”), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPE Holdings LLC, a Delaware limited liability company (“Holdings”), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders, the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party thereto.
FORBEARANCE AGREEMENTForbearance Agreement • September 16th, 2019 • EP Energy LLC • Crude petroleum & natural gas • New York
This FORBEARANCE AGREEMENT (this “Agreement”), dated as of September 14, 2019 (the “Agreement Effective Date”), is by and among EP Energy LLC and Everest Acquisition Finance Inc. (together, the “Issuers”), the Subsidiary Guarantors (together with the Issuers, the “Obligors”) and the undersigned beneficial holders and/or investment advisors or managers of discretionary accounts for such beneficial holders (together with any party that executes a Forbearance Joinder Agreement (the form of which is attached hereto as Exhibit A) after the date hereof, (the “Supporting Holders”) of the Issuers’ 8.00% Senior Secured Notes due 2025 (the “Notes”).
PRIORITY LIEN INTERCREDITOR AGREEMENTPriority Lien Intercreditor Agreement • August 26th, 2016 • EP Energy LLC • Crude petroleum & natural gas • New York
This PRIORITY LIEN INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of August 24, 2016, among JPMORGAN CHASE BANK, N.A. (“JPM”), as the RBL Facility Agent and the Applicable First Lien Agent, CITIBANK N.A. (“Citi’), as the Term Facility Agent and the Applicable Second Lien Agent, EP Energy LLC (the “Company”), the Subsidiaries of the Company named herein, each Other First-Priority Lien Obligations Agent and each Other Second-Priority Lien Obligations Agent from time to time party hereto. Capitalized terms used but not defined in the preamble and the recitals to this Agreement have the meanings set forth in Section 1.01(b) below.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 4th, 2016 • EP Energy LLC • Crude petroleum & natural gas • New York
FIFTH AMENDMENT, dated as of May 2, 2016 (this “Amendment”), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPE Acquisition, LLC, a Delaware limited liability company (successor-by-merger to EPE Holdings, LLC) (“Holdings”), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly-owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders, the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party thereto.
JOINDER AGREEMENTJoinder Agreement • May 28th, 2013 • EP Energy LLC • Crude petroleum & natural gas • New York
JOINDER AGREEMENT, dated as of May 2, 2013 (this “Agreement”), by and among CITIBANK, N.A., as Additional Tranche B-3 Lender (the “Additional Tranche B-3 Lender”), EP ENERGY LLC (the “Borrower”), and CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”).
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of November 25, 2019 among EPE ACQUISITION, LLC, as Holdings, EP ENERGY LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A.,...Senior Secured Superpriority Debtor-in-Possession Credit Agreement • November 27th, 2019 • EP Energy LLC • Crude petroleum & natural gas • New York
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of November 25, 2019, among EPE ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), EP ENERGY LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Lenders and an issuer of Letters of Credit, and each other Issuing Bank from time to time party hereto.
Key Terms of Agreement in Principle (October 3, 2019) Offering 1 Roll-up of up to 50.0% of the RBL to first out DIP facility DIP rolls into New RBL facility at emergence DIP / Cash Collateral Up to $475mm equity rights offering of which $463mm...Key Terms of Agreement in Principle • October 4th, 2019 • EP Energy LLC • Crude petroleum & natural gas
INCREMENTAL FACILITY AGREEMENTIncremental Facility Agreement • November 5th, 2012 • EP Energy LLC • Crude petroleum & natural gas • New York
INCREMENTAL FACILITY AGREEMENT, dated as of October 31, 2012 (this “Amendment”), to the Term Loan Agreement, dated as of April 24, 2012 and amended by that certain Amendment No. 1 dated as of August 21, 2012 (as further amended, amended and restated, modified or supplemented from time to time, the “Term Loan Agreement”), among EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Citibank, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
PURCHASE AND SALE AGREEMENT AMONG EP ENERGY E&P COMPANY, L.P. & EPE NOMINEE CORP. TOGETHER AS SELLER AND ATLAS RESOURCE PARTNERS, L.P., AS BUYERPurchase and Sale Agreement • June 13th, 2013 • EP Energy LLC • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (together with the Exhibits and Schedules made a part hereof, this “Agreement”), dated the 9th day of June, 2013 (the “Execution Date”), is made by and among EP Energy E&P Company, L.P., a Delaware limited partnership, and EPE Nominee Corp., a Delaware corporation (together, “Seller”), on the one hand, and Atlas Resource Partners, L.P., a Delaware limited partnership (“Buyer”), on the other hand. Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”:
BORROWING BASE AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENTBorrowing Base Agreement and Fourth Amendment to Credit Agreement • April 7th, 2015 • EP Energy LLC • Crude petroleum & natural gas • New York
BORROWING BASE AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 6, 2015 (this “Agreement”), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPE Acquisition, LLC, a Delaware limited liability company (successor-by-merger to EPE Holdings, LLC) (“Holdings”), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly-owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders, the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party thereto.
PLAN SUPPORT AGREEMENTPlan Support Agreement • October 21st, 2019 • EP Energy LLC • Crude petroleum & natural gas • New York
This PLAN SUPPORT AGREEMENT (including all exhibits, and schedules attached hereto, and as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 18, 2019 is entered into by and among:
EP ENERGY CORPORATION [and] [IF APPLICABLE, INSERT – THE GUARANTORS PARTY HERETO] to [NAME OF TRUSTEE] Trustee INDENTURE Dated as of [________] [__], 20[__] SENIOR DEBT SECURITIESIndenture • July 30th, 2015 • EP Energy LLC • Crude petroleum & natural gas • New York
INDENTURE, dated as of [__________] [between][among] EP Energy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1001 Louisiana Street, Houston, TX 77002 [if applicable, insert – , the Guarantors (as defined hereinafter)], each having its principal office at 1001 Louisiana Street, Houston, TX 77002], and [Name of Trustee], a [corporation–bank–national banking association] duly organized and existing under the laws of State of [__________], as Trustee (herein called the “Trustee”).
AMENDED AND RESTATED SENIOR LIEN INTERCREDITOR AGREEMENTSenior Lien Intercreditor Agreement • August 26th, 2016 • EP Energy LLC • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED SENIOR LIEN INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of August 24, 2016, among JPMORGAN CHASE BANK, N.A. (“JPM”), as the RBL Facility Agent and the Applicable First Lien Agent, CITIBANK N.A. (“Citi’), as the Term Facility Agent and the Applicable Second Lien Agent, EP Energy LLC (the “Company”), the Subsidiaries of the Company named herein, Citi, as the Priority Lien Term Facility Agent, each Other First-Priority Lien Obligations Agent and each Other Second-Priority Lien Obligations Agent from time to time party hereto. Capitalized terms used but not defined in the preamble and the recitals to this Agreement have the meanings set forth in Section 1.01(b) below.
ContractTerm Loan Agreement • May 28th, 2013 • EP Energy LLC • Crude petroleum & natural gas • New York
AMENDMENT No. 2, dated as of May 2, 2013 (this “Amendment”), to the Term Loan Agreement, dated as of April 24, 2012 (as amended by that certain Amendment No. 1, dated as of August 21, 2012, supplemented by that certain Incremental Facility Agreement, dated as of October 31, 2012, and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Term Loan Agreement”), among EP Energy LLC (f/k/a Everest Acquisition LLC) (the “Borrower”), the lending institutions from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and Citibank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined herein having the meaning provided in the Term Loan Agreement (as amended hereby).
WHEREAS, the Borrower desires to (i) amend and restate the Senior Lien Intercreditor Agreement (such term and other capitalized terms used in these recitals and not otherwise defined having the meaning set forth in Section 1 below) as set forth herein...Consent and Exchange Agreement • August 26th, 2016 • EP Energy LLC • Crude petroleum & natural gas • New York
TERM LOAN AGREEMENT (this “Agreement”), dated as of August 24, 2016, among EP ENERGY LLC, a Delaware limited liability company (together with its successors, the “Borrower”), the LENDERS (as hereinafter defined) from time to time party hereto and CITIBANK, N.A., as administrative agent and collateral agent for the Lenders.
FORBEARANCE AGREEMENTForbearance Agreement • September 16th, 2019 • EP Energy LLC • Crude petroleum & natural gas • New York
FORBEARANCE AGREEMENT, dated as of September 14, 2019 (this “Forbearance Agreement”), with respect to (i) the Credit Agreement, dated as of May 24, 2012 (as amended, restated, amended and restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among EPE Acquisition, LLC, a Delaware limited liability company (successor-by-merger to EPE Holdings, LLC) (“Holdings”), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, the “Collateral Agent” and together with the Administrative Agent, in either or each applicable capacity, the “Agent Bank”), the swingline lender and
REAFFIRMATION AGREEMENTReaffirmation Agreement • November 5th, 2012 • EP Energy LLC • Crude petroleum & natural gas • New York
REAFFIRMATION AGREEMENT (this “Agreement”), dated as of October 31, 2012, among EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company (the “Borrower”), each subsidiary of the Borrower identified on the signature pages hereto (each, a “Subsidiary Party”, and the Subsidiary Parties and the Borrower, the “Reaffirming Parties”) and Citibank, N.A., as administrative agent and collateral agent under the Amended Term Loan Agreement referred to below (in such capacity, the “Administrative Agent”).
