CREDIT AGREEMENT Dated as of May 24, 2012 among EPE HOLDINGS LLC, as Holdings, EP ENERGY LLC (F/K/A EVEREST ACQUISITION LLC), as the Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,...Credit Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Texas
CREDIT AGREEMENT, dated as of May 24, 2012, 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 hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Lenders, as the swing line lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party hereto.
EP ENERGY LLC and EVEREST ACQUISITION FINANCE INC. as Issuers and the Subsidiary Guarantors party hereto from time to time 7.750% Senior Notes due 2022Indenture • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
INDENTURE, dated as of August 13, 2012, among EP ENERGY LLC, a Delaware limited liability company, (together with its successors and assigns, “Holdings”), EVEREST ACQUISITION FINANCE INC., a Delaware corporation (together with its successors and assigns, the “Co-Issuer” and, together with Holdings, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”).
EVEREST ACQUISITION LLC EVEREST ACQUISITION FINANCE INC. $2,000,000,000 9.375% Senior Notes due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
Reference is hereby made to the Registration Rights Agreement, dated as of April 24, 2012 (the “Registration Rights Agreement”), by and among Everest Acquisition LLC (the “Company”), Everest Acquisition Finance Inc. (the “Co-Issuer” and, together with the Company, the “Issuers”) and the Initial Purchasers named therein concerning registration rights relating to the Issuers’ 9.375% Senior Notes due 2020 (the “Securities”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF MBOW FOUR STAR, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
The undersigned member, EP Energy, L.L.C., a Delaware limited liability company (the “Sole Member”) hereby forms MBOW Four Star. L.L.C. (the “Company”), a Delaware limited liability company, pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “Act”), and hereby declares the following to be the Limited Liability Company Agreement of such limited liability company as of the Effective Date (as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Texas
This Employment Agreement (this “Agreement”) is made and entered into by and between Everest Acquisition LLC, a Delaware limited liability company (the “Company”), and John D. Jensen (“Employee”) as of the date set forth on the signature page hereto. El Paso Exploration & Production Management, Inc. (“EPEPM”) also joins this Agreement for the limited purpose of acknowledging the provisions of Section 17 below.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE MANAGEMENT INVESTORS, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF MAY 24, 2012Limited Liability Company Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
This Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Management Investors, LLC, a Delaware limited liability company (the “Company”), dated as of May 24, 2012, by and among the Company, the Members, the Manager, and solely for the purpose of Section 2.10, the Initial Member. Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Members and the Manager are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
LIMITED LIABILITY COMPANY AGREEMENT OF EL PASO PRODUCTION RESALE COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
The undersigned member, El Paso Exploration & Production Management, Inc., a Delaware corporation, (the “Member”), hereby form El Paso Production Resale Company, L.L.C. (the “Company”), a Delaware limited liability company, pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “Act”), and hereby declare the following to be the Limited Liability Company Agreement of such limited liability company as of the Effective Date (as defined herein).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EP ENERGY GLOBAL LLC A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EP Energy Global LLC (the “Company”) is entered into effective as of the 24th day of May, 2012, by EP Energy LLC (the “Member”).
MANAGEMENT INCENTIVE PLAN AGREEMENTManagement Incentive Plan Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
This MANAGEMENT INCENTIVE PLAN AGREEMENT (this “Agreement”), dated as of May 24, 2012, is executed and agreed to by and between EPE Acquisition, LLC, a Delaware limited liability company (the “Company”), and EPE Employee Holdings, LLC, a Delaware limited liability company (“EEH”).
MANAGEMENT FEE AGREEMENTManagement Fee Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
MANAGEMENT FEE AGREEMENT, dated as of May 24, 2012 (this “Agreement”), by and among EP ENERGY GLOBAL LLC (F/K/A EP ENERGY, L.L.C.), a Delaware corporation (the “Company”), EPE ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), APOLLO MANAGEMENT VII, L.P., a Delaware limited partnership (“Apollo Management”), APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I, a Delaware limited partnership (“Apollo Commodities Management” and together with Apollo Management, “Apollo”), RIVERSTONE V EVEREST HOLDINGS, L.P. a Delaware limited partnership (“Riverstone”), ACCESS INDUSTRIES, INC., a New York corporation (“Access Industries”) and KOREA NATIONAL OIL CORPORATION, a corporation duly organized and existing under the laws of Korea (“KNOC” and together Apollo, Riverstone and Access Industries, the “Service Providers” and each a “Service Provider”).
GUARANTEE AGREEMENTGuarantee Agreement • September 11th, 2012 • MBOW Four Star, L.L.C.
This GUARANTEE AGREEMENT (this “Guaranty”), dated as of April 24, 2012, by and between EVEREST ACQUISITION FINANCE INC. (the “Guarantor”), a Domestic Subsidiary of EVEREST ACQUISITION LLC (the “Borrower”), and CITIBANK, N.A., as collateral agent for the Secured Parties referred to below (in such capacity, together with any successor thereto, the “Collateral Agent”).
COLLATERAL AGREEMENT dated and effective as of May 24, 2012, among EP ENERGY LLC (f/k/a Everest Acquisition LLC), each Subsidiary of EP Energy LLC identified herein, and CITIBANK, N.A., as Collateral AgentCollateral Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
This COLLATERAL AGREEMENT dated and effective as of May 24, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EP ENERGY LLC (f/k/a Everest Acquisition 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).
PLEDGE AGREEMENT dated and effective as of May 24, 2012, among EL PASO BRAZIL, L.L.C., As Pledgor CITIBANK, N.A., as Collateral Agent EL PASO ÓLEO E GÁS DO BRASIL LTDA. UNOPASO EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA., as intervening partiesPledge Agreement • September 11th, 2012 • MBOW Four Star, L.L.C.
This PLEDGE AGREEMENT dated and effective as of May 24, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EL PASO BRAZIL, L.L.C., a Delaware limited liability company (the “Pledgor”), 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), EL PASO ÓLEO E GÁS DO BRASIL LTDA. (“EP Brazil”) and UNOPASO EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA. (“UNOPASO” and, together with EP Brazil, the “Companies”), as intervening parties.
TERM LOAN AGREEMENT Dated as of April 24, 2012, Among EVEREST ACQUISITION LLC, as Borrower, THE LENDERS PARTY HERETO and CITIBANK, N.A., as Administrative Agent and Collateral Agent,Term Loan Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
This COLLATERAL AGREEMENT dated and effective as of [ ], 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EP ENERGY LLC (f/k/a Everest Acquisition 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).
PLEDGE AGREEMENT dated and effective as of May 24, 2012, among EP ENERGY LLC (f/k/a Everest Acquisition LLC), each Subsidiary of EP Energy LLC identified herein, and CITIBANK, N.A., as Collateral AgentPledge Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
This PLEDGE AGREEMENT dated and effective as of May 24, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EP ENERGY LLC (f/k/a Everest Acquisition 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).
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
AMENDMENT, dated as of August 17, 2012 (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.
AMENDMENT N0. 2 TOPURCHASEANDSALEAGREEMENTPurchase and Sale Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
THIS AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of May 24, 2012 (the “Effective Date”), is entered into by and among EP Energy, L.L.C., a limited liability company organized under the Laws of the State of Delaware and formerly known as EP Energy Corporation (“EPE LLC”), EP Energy Holding Company, a corporation organized under the Laws of the State of Delaware (“New EPE”), El Paso Brazil, L.L.C., a limited liability company organized under the Laws of the State of Delaware (“EP Brazil”), EP Production International Cayman Company, a company incorporated under the Laws of the Cayman Islands (“EPPI”), EPE Acquisition, LLC, a limited liability company organized under the Laws of the State of Delaware (“Purchaser”) and solely for purposes of Sections 2 and 5 hereunder, and El Paso LLC, a limited liability company organized under the Laws of the State of Delaware and formerly known as El Paso Corporation (“El Paso”). EPE LLC, New EPE, EP Brazil, EPPI and Purc
LIMITED LIABILITY COMPANY AGREEMENT OF EVEREST ACQUISITION LLCLimited Liability Company Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 29, 2012, of EVEREST ACQUISITION LLC, a Delaware limited liability company (the “Company”), is adopted and entered into by the sole member of the Company, EPE Holdings LLC, a Delaware limited liability company (the “Sole Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and the terms of this Agreement.
GUARANTEE AGREEMENTGuarantee Agreement • September 11th, 2012 • MBOW Four Star, L.L.C.
This GUARANTEE AGREEMENT (this “Guaranty”), dated as of May 24, 2012, by and among EPE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Domestic Subsidiaries of the Borrower (defined below) listed on the signature page hereof (together with Holdings, each a “Guarantor” and collectively, the “Guarantors”), and JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties referred to below (in such capacity, together with any successor thereto, the “Collateral Agent”).
JOINDER AGREEMENTJoinder Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
JOINDER AGREEMENT, dated as of August 21, 2012 (this “Agreement”), by and among CITIBANK, N.A., as Additional Tranche B-1 Lender (the “Additional Tranche B-1 Lender”), EP ENERGY LLC (the “Borrower”), and CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”).
TRANSACTION FEE AGREEMENTTransaction Fee Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
TRANSACTION FEE AGREEMENT, dated as of May 24, 2012 (this “Agreement”), by and among EP ENERGY GLOBAL LLC (F/K/A EP ENERGY, L.L.C.), a Delaware corporation (the “Company”), EPE ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), APOLLO GLOBAL SECURITIES, LLC, a Delaware limited liability company (“Apollo”), RIVERSTONE V EVEREST HOLDINGS, L.P., a Delaware limited partnership (“Riverstone” and together with Apollo, the “Initial Service Providers” and each, an “Initial Service Provider”), ACCESS INDUSTRIES, INC., a New York corporation (“Access Industries”) and KOREA NATIONAL OIL CORPORATION, a corporation duly organized and existing under the laws of Korea (“KNOC,” and together with Access Industries and the Initial Service Providers, the “Service Providers” and each, a “Service Provider”).
PLEDGE AGREEMENT dated and effective as of May 24, 2012, among EL PASO BRAZIL, L.L.C., as Pledgor and JPMORGAN CHASE BANK, N.A., as Collateral Agent EL PASO ÓLEO E GÁS DO BRASIL LTDA. and UNOPASO EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA., as...Pledge Agreement • September 11th, 2012 • MBOW Four Star, L.L.C.
This PLEDGE AGREEMENT dated and effective as of May 24, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EL PASO BRAZIL, L.L.C., a Delaware limited liability company (the “Pledgor”), JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, the “Agent” or the “Collateral Agent”) for the Secured Parties, EL PASO ÓLEO E GÁS DO BRASIL, LTDA. (“EP Brazil”) and UNOPASO EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA. (“UNOPASO” and, together with EP Brazil, the “Companies”), as intervening parties.
EP ENERGY 2012 OMNIBUS INCENTIVE PLAN2012 Omnibus Incentive Plan • September 11th, 2012 • MBOW Four Star, L.L.C. • Texas
EP Energy, L.L.C. hereby establishes a cash-based incentive compensation plan to be known as the “EP Energy 2012 Omnibus Incentive Plan” (hereinafter referred to as the “Plan”). The Plan shall become effective on May 25, 2012 (the “Effective Date”) and shall remain in effect until such time as it is amended or terminated as set forth in Section 11 hereof.
FIRST AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EL PASO PRODUCTION OIL & GAS GATHERING COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of El Paso Production Oil & Gas Gathering Company, L.L.C. (the “Company”) is made on this 30th day of November 2010, by El Paso Production Resale Company, L.L.C., a Delaware limited liability company (“Production Resale”), the Member of this Company.
PARI PASSU INTERCREDITOR AGREEMENT dated as of May 24, 2012 among CITIBANK, N.A., as Second Lien Agent, CITIBANK, N.A., as Authorized Representative for the Term Loan Agreement, WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Initial Other Authorized...Pari Passu Intercreditor Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
This PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of May 24, 2012, among CITIBANK, N.A. (“Citi”), as collateral agent for the Second Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Second Lien Agent”), CITIBANK, N.A., as Authorized Representative for the Term Loan Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Authorized Representative for the Initial Other Second Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other Second Lien Secured Parties of the Series with respect to which it is acting in such capacity. Capitalized terms used but defined in the preamble have
SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EL PASO E&P COMPANY, L.P. Between EL PASO EXPLORATION & PRODUCTION MANAGEMENT, INC. General Partner EL PASO PRODUCTION RESALE COMPANY, L.L.C. Limited Partner Effective as of November 30,...Agreement of Limited Partnership • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
This Seventh Amended and Restated Agreement of Limited Partnership of El Paso E&P Company, L.P. (the “Partnership”) is entered into between El Paso Exploration & Production Management, Inc., a Delaware corporation, as the general partner (the “General Partner”) and El Paso Production Resale Company, L.L.C., a Delaware limited liability company, as the sole limited partner (the “Limited Partner”.)
EPE EMPLOYEE HOLDINGS, LLC MANAGEMENT INCENTIVE UNIT AGREEMENTManagement Incentive Unit Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
This REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of April 24, 2012, by and among EPE Acquisition, LLC, a Delaware limited liability company (the “Company”) and each of the other parties set forth on the signature pages hereto. Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Section 1. The Company and the other parties hereto are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 24, 2012, is executed and agreed to by and between EPE Acquisition, LLC, a Delaware limited liability company (the “Company”), and EPE Management Investors, LLC, a Delaware limited liability company (“EMI”). Capitalized terms used in this Agreement but not defined in the body hereof are defined in Exhibit A hereto.
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • Delaware
THIS AMENDMENT NO. I TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of April 16, 2012 (the “Effective Date”), is entered into by and among EP Energy, L.L.C., a limited liability company organized under the Laws of the State of Delaware and formerly known as EP Energy Corporation (“EPE LLC”), EP Energy Holding Company, a corporation organized under the Laws of the State of Delaware (‘‘New EPE”), El Paso Brazil, L.L.C., a limited liability company organized under the Laws of the State of Delaware (“EP Brazil” and together with EPE LLC and New EPE, “Sellers” and each a “Seller’’), and EPE Acquisition, LLC, a limited liability company organized under the Laws of the State of Delaware (“Purchaser”). Sellers, on the one hand, and Purchaser, on the other hand, are referred to collectively as the “Parties” and individually as a “ ”.
ContractTerm Loan Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
AMENDMENT No. 1, dated as of August 21, 2012 (this “Amendment”), to the Term Loan Agreement, dated as of April 24, 2012 (as 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).
PLEDGE AGREEMENT dated and effective as of May 24, 2012, among EP ENERGY LLC (f/k/a Everest Acquisition LLC), each Subsidiary of EP Energy LLC identified herein, and JPMORGAN CHASE BANK, N.A., as Collateral AgentPledge Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
This PLEDGE AGREEMENT dated and effective as of May 24, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EP ENERGY LLC (f/k/a Everest Acquisition 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 JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, the “Agent” or the “Collateral Agent”) for the Secured Parties.
SENIOR LIEN INTERCREDITOR AGREEMENT dated as of May 24, 2012 among JPMORGAN CHASE BANK, N.A., as RBL Facility Agent and Applicable First Lien Agent, CITIBANK, N.A., as Term Facility Agent, Senior Secured Notes Collateral Agent and Applicable Second...Senior Lien Intercreditor Agreement • September 11th, 2012 • MBOW Four Star, L.L.C. • New York
This SENIOR LIEN INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of May 24, 2012, 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, the Senior Secured Notes Collateral Agent and the Applicable Second Lien Agent, EP Energy LLC (the “Company”), the Subsidiaries of the Company named herein, Wilmington Trust, National Association, as the Senior Secured Notes Trustee, 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.
