EP Energy Corp Sample Contracts

· ] Shares EP ENERGY CORPORATION Class A common stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 6th, 2014 • EP Energy Corp • Crude petroleum & natural gas • New York
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Contract
Credit Agreement • March 18th, 2019 • EP Energy Corp • Crude petroleum & natural gas • New York
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EP ENERGY LLC and EVEREST ACQUISITION FINANCE INC. as Issuers and the Subsidiary Guarantors party hereto from time to time 7.750% Senior Secured Notes due 2026
Indenture • May 24th, 2018 • EP Energy Corp • Crude petroleum & natural gas • New York

INDENTURE, dated as of May 23, 2018, 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”) and as collateral agent (the “Notes Collateral Agent”).

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EP ENERGY CORPORATION FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • January 6th, 2014 • EP Energy Corp • Crude petroleum & natural gas • Delaware

This Director and Officer Indemnification Agreement (this “Agreement”) is made as of this day of , 2014, by and between EP Energy Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2019 • EP Energy Corp • Crude petroleum & natural gas • 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 Kyle A. McCuen (“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.

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PLEDGE AGREEMENT dated and effective as of May 23, 2018, among EP ENERGY LLC, each Subsidiary of EP Energy LLC identified herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent
Pledge Agreement • May 24th, 2018 • EP Energy Corp • Crude petroleum & natural gas • New York

This PLEDGE AGREEMENT, dated and effective as of May 23, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EP ENERGY LLC, a Delaware limited liability company (the “Issuer”), each Subsidiary of the Issuer listed on Schedule I hereto and each Subsidiary of the Issuer that becomes a party hereto after the date hereof (each, a “Subsidiary Party”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, the “Agent” or the “Collateral Agent”) for the Secured Parties (as defined in Section 1.02 below).

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE MANAGEMENT INVESTORS, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF AUGUST 30, 2013
Limited Liability Company Agreement • September 4th, 2013 • EP Energy Corp • Delaware

This Third 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 August 30, 2013, by and among the Company, the Members, the Manager and, solely for the purpose of Section 2.10, EPE Acquisition, LLC, a Delaware limited liability company (solely in such capacity, the “Initial Manager”). 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.”

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COLLATERAL AGREEMENT dated and effective as of May 23, 2018, among EP ENERGY LLC, each Subsidiary of EP Energy LLC identified herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent
Collateral Agreement • May 24th, 2018 • EP Energy Corp • Crude petroleum & natural gas • New York

This COLLATERAL AGREEMENT, dated and effective as of May 23, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among EP ENERGY LLC, a Delaware limited liability company (the “Issuer”), each Subsidiary of the Issuer listed on Schedule I hereto and each Subsidiary of the Issuer that becomes a party hereto after the date hereof (each, a “Subsidiary Party”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, the “Agent” or the “Collateral Agent”) for the Secured Parties (as defined in Section 1.02 below).

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EIGHTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO COLLATERAL AGREEMENT
Credit Agreement • May 24th, 2018 • EP Energy Corp • Crude petroleum & natural gas • New York

EIGHTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO COLLATERAL AGREEMENT, dated as of May 23, 2018 (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.

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE EMPLOYEE HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF AUGUST 30, 2013
Limited Liability Company Agreement • November 1st, 2013 • EP Energy Corp • Crude petroleum & natural gas • Delaware

This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Employee Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of August 30, 2013, by and among the Company, the Members, the Manager and, solely for the purpose of Section 2.10, EPE Acquisition, LLC, a Delaware limited liability company (solely in such capacity, the “Initial Manager”). 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.”

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MANAGEMENT INCENTIVE PLAN AGREEMENT
Management Incentive Plan Agreement • November 1st, 2013 • EP Energy Corp • Crude petroleum & natural gas • Delaware

This MANAGEMENT INCENTIVE PLAN AGREEMENT (this “Agreement”), dated as of August 30, 2013, is executed and agreed to by and between EP Energy Corporation, a Delaware corporation (the “Corporation”), and EPE Employee Holdings, LLC, a Delaware limited liability company (“EEH”). Capitalized terms used in this Agreement but not defined in the body hereof are defined in Exhibit A.

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ADDITIONAL PRIORITY LIEN INTERCREDITOR AGREEMENT dated as of November 29, 2016 among JPMORGAN CHASE BANK, N.A., as RBL Facility Agent and Applicable First Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Facility Agent and Applicable...
Additional Priority Lien Intercreditor Agreement • November 30th, 2016 • EP Energy Corp • Crude petroleum & natural gas • New York

This ADDITIONAL PRIORITY LIEN INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of November 29, 2016, among JPMORGAN CHASE BANK, N.A. (“JPM”), as the RBL Facility Agent and the Applicable First Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), as the Notes 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.

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FIRST AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AND DEVELOPMENT AGREEMENT AND CERTAIN ASSOCIATED AGREEMENTS
Participation and Development Agreement • November 8th, 2018 • EP Energy Corp • Crude petroleum & natural gas • Texas

This First Amendment to Amended and Restated Participation and Development Agreement and certain Associated Agreements (this “Amendment”), dated as of September 26, 2018, is made and entered into between Wolfcamp DrillCo Operating L.P. ( “Partner”) and EP Energy E&P Company, L.P. (“EP Energy”). EP Energy and Partner are each referred to as a “Party” and collectively referred to as the “Parties.” Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the ARPDA (as hereinafter defined).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 4th, 2013 • EP Energy Corp • Delaware

This REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of August 30, 2013, by and among EP Energy Corporation, a Delaware corporation (the “Corporation”) 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 Corporation and the other parties hereto are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 3rd, 2017 • EP Energy Corp • 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.

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SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 3rd, 2017 • EP Energy Corp • Crude petroleum & natural gas • New York

SIXTH AMENDMENT, dated as of November 9, 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.

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EPE HOLDINGS LLC and EP ENERGY BONDCO INC. as Issuers and the Subsidiary Guarantors party hereto from time to time 8.125%/8.875% Senior PIK Toggle Notes due 2017
Indenture • September 4th, 2013 • EP Energy Corp • New York

INDENTURE, dated as of December 21, 2012, among EPE HOLDINGS LLC, a Delaware limited liability company, (together with its successors and assigns, “EPE Holdings”), EP ENERGY BONDCO INC., a Delaware corporation (together with its successors and assigns, the “Co-Issuer” and, together with EPE Holdings, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • December 22nd, 2017 • EP Energy Corp • Crude petroleum & natural gas • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2017, among EP Energy LLC, a Delaware limited liability company (the “Company”), Everest Acquisition Finance Inc., a Delaware corporation (together with the Company, the “Issuers”), and Wilmington Trust, National Association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Statement (as defined below).

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STOCKHOLDERS AGREEMENT by and among EP ENERGY CORPORATION, and the STOCKHOLDERS that are parties hereto DATED AS OF AUGUST 30, 2013
Shareholder Agreement • October 11th, 2013 • EP Energy Corp • Crude petroleum & natural gas • Delaware

This Stockholders Agreement, dated as of August 30, 2013 (the “Effective Date”), is entered into by and among EP Energy Corporation, a Delaware corporation (the “Company”), and those stockholders of the Company listed on the signature pages hereto (as amended, supplemented or modified from time to time, this “Agreement”). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Legacy Stockholders and any Stockholder joined as a party to this Agreement pursuant to the provisions hereof are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”

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ASSUMPTION AND RATIFICATION AGREEMENT
Assumption and Ratification Agreement • February 23rd, 2015 • EP Energy Corp • Crude petroleum & natural gas

THIS ASSUMPTION AND RATIFICATION AGREEMENT (this “Agreement”), dated as of April 30, 2014, is made and entered into by EPE Acquisition, LLC, a Delaware limited liability company (successor-by-merger to EPE Holdings, LLC, a Delaware limited liability company) (the “Company”), in favor of the Secured Parties (as defined in the Credit Agreement referenced below).

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Company Letterhead]
Retention Bonus Agreement • August 9th, 2019 • EP Energy Corp • Crude petroleum & natural gas • Texas

In recognition of your continuing role at EP Energy Corporation (the “Company”), the Compensation Committee of the Board of Directors of the Company has determined that you shall receive a retention bonus upon the terms and conditions set forth in this letter agreement (this “Agreement”). Please refer to Appendix A for certain defined terms used herein.

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AMENDED & RESTATED TRANSACTION FEE AGREEMENT
Transaction Fee Agreement • January 6th, 2014 • EP Energy Corp • Crude petroleum & natural gas • Delaware

AMENDED & RESTATED TRANSACTION FEE AGREEMENT, dated as of December 20, 2013 (this “Agreement”), by and among EP ENERGY CORPORATION, a Delaware corporation (“EP Corp.”), 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”).

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Wolfcamp DrillCo Operating L.P. c/o Apollo Management VII, L.P. 9 West 57th Street 43rd Floor New York, NY 10019
Participation and Development Agreement • March 3rd, 2017 • EP Energy Corp • Crude petroleum & natural gas • Delaware

We refer to the Participation and Development Agreement, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Agreement”), by and among Wolfcamp DrillCo Operating L.P. (“Partner”) and EP Energy E&P Company, L.P. (the “Company”). Each capitalized term used in this letter agreement and not defined herein have the meaning ascribed to such term in the Participation Agreement.

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STOCKHOLDERS AGREEMENT by and among EP ENERGY CORPORATION, and the STOCKHOLDERS that are parties hereto DATED AS OF AUGUST 30, 2013
Shareholder Agreements • September 4th, 2013 • EP Energy Corp • Delaware

This Stockholders Agreement, dated as of August 30, 2013 (the “Effective Date”), is entered into by and among EP Energy Corporation, a Delaware corporation (the “Company”), and those stockholders of the Company listed on the signature pages hereto (as amended, supplemented or modified from time to time, this “Agreement”). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Legacy Stockholders and any Stockholder joined as a party to this Agreement pursuant to the provisions hereof are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”

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SENIOR PRIORITY LIEN INTERCREDITOR AGREEMENT dated as of May 23, 2018 among JPMORGAN CHASE BANK, N.A., as RBL Facility Agent and Applicable First Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Facility Agent and Applicable Second Lien...
Senior Priority Lien Intercreditor Agreement • May 24th, 2018 • EP Energy Corp • Crude petroleum & natural gas • New York

This SENIOR PRIORITY LIEN INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of May 23, 2018, among JPMORGAN CHASE BANK, N.A. (“JPM”), as the RBL Facility Agent and the Applicable First Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), as the Notes 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.

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AMENDED & RESTATED MANAGEMENT FEE AGREEMENT
Management Fee Agreement • January 6th, 2014 • EP Energy Corp • Crude petroleum & natural gas • Delaware

AMENDED & RESTATED MANAGEMENT FEE AGREEMENT, dated as of December 20, 2013 (this “Agreement”), by and among EP ENERGY CORPORATION, a Delaware corporation (“EP Corp.”), 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”).

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SECOND AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AND DEVELOPMENT AGREEMENT AND CERTAIN ASSOCIATED AGREEMENTS
Participation and Development Agreement • March 18th, 2019 • EP Energy Corp • Crude petroleum & natural gas • Texas

This Second Amendment to Amended and Restated Participation and Development Agreement and certain Associated Agreements (this “Second Amendment”), dated as of December 19, 2018, is made and entered into between Wolfcamp DrillCo Operating L.P. ( “Partner”) and EP Energy E&P Company, L.P. (“EP Energy”). EP Energy and Partner are each referred to as a “Party” and collectively referred to as the “Parties.” Capitalized terms used but not defined in this Second Amendment shall have the meanings given to such terms in the ARPDA (as hereinafter defined).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 4th, 2013 • EP Energy Corp • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 30, 2013, is executed and agreed to by and between EP Energy Corporation, a Delaware corporation (the “Corporation”), 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.

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MANAGEMENT INCENTIVE PLAN AGREEMENT
Management Incentive Plan Agreement • September 4th, 2013 • EP Energy Corp • Delaware

This MANAGEMENT INCENTIVE PLAN AGREEMENT (this “Agreement”), dated as of August 30, 2013, is executed and agreed to by and between EP Energy Corporation, a Delaware corporation (the “Corporation”), and EPE Employee Holdings, LLC, a Delaware limited liability company (“EEH”). Capitalized terms used in this Agreement but not defined in the body hereof are defined in Exhibit A.

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Addendum Agreement
Addendum Agreement • October 11th, 2013 • EP Energy Corp • Crude petroleum & natural gas • Delaware

This Addendum Agreement (this “Addendum Agreement”) is made as of September 18, 2013, by and between EPE Employee Holdings II, LLC, a Delaware limited liability company (the “Transferee”), and EP Energy Corporation, a Delaware corporation (the “Company”), pursuant to the terms of that certain Stockholders Agreement, dated as of August 30, 2013, by and among the Company and those stockholders of the Company that are signatories thereto (including all exhibits and schedules thereto, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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Contract
Indenture Agreement • December 15th, 2017 • EP Energy Corp • Crude petroleum & natural gas

the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

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