AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.15
EXECUTION VERSION
AMENDMENT TO CREDIT AGREEMENT
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.
W I T N E S S E T H:
WHEREAS, Section 13.1 of the Credit Agreement permits the Administrative Agent and/or the Collateral Agent and the Majority Lenders to enter into written amendments, supplements or modifications to the Credit Agreement and the other Credit Documents with the relevant Credit Parties; and
WHEREAS, the Credit Parties desire to amend the Credit Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
Definitions
Section 1.1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein or the context otherwise requires.
ARTICLE II
Amendment
Section 2.1. Amendment. Section 10.2(z) of the Credit Agreement is hereby amended, by deleting the figure “$500,000,000” therein and replacing such figure with “$850,000,000”.
ARTICLE III
Conditions and Miscellaneous
Section 3.1. Conditions to Effectiveness. This Amendment shall become effective on the date on which:
(a) The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each of the Borrower and Holdings and Lenders comprising at least the Majority Lenders; and
(b) Each of the Borrower and Holdings shall have confirmed and acknowledged to the Administrative Agent, each Issuing Bank and the Lenders, and by its execution and delivery of this Amendment each of the Borrower and Holdings does hereby confirm and acknowledge to the Administrative Agent, each Issuing Bank and the Lenders, that (i) such Credit Party shall have taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment, (ii) the Credit Agreement and each other Credit Document to which it or any of its applicable Subsidiaries that are Credit Parties is a party constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law) and (iii) no Default or Event of Default exists under the Credit Agreement or any of the other Credit Documents.
Section 3.2. Ratification. Each of the Borrower and Holdings (for itself and its applicable Subsidiaries that are Credit Parties) hereby (a) ratifies and confirms all of the Obligations under the Credit Agreement (as amended hereby) and the other Credit Documents related thereto, and, in particular, affirms that, after giving effect to this Amendment, the terms of the Security Documents secure, and will continue to secure, all Obligations thereunder, and (b) represents and warrants to the Lenders that as of the effectiveness of this Amendment (i) all of the representations and warranties contained in the Credit Document to which it is a party are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such date (except where such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing.
Section 3.3. Continuing Effect; No Other Amendments or Waivers. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Credit Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly waived hereby, the provisions of the Credit Agreement and the other Credit Documents are and shall remain in full force and effect in accordance with their terms.
Section 3.4. Counterparts. This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.
Section 3.5. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT A SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.6. FINAL AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, INCLUDING THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.
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EPE HOLDINGS LLC | ||
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By: |
/s/ Xxxx XxXxxx | |
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Name: |
Xxxx XxXxxx |
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Title: |
Vice President & Treasurer |
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EP ENERGY LLC (F/K/A EVEREST ACQUISITION LLC) | ||
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By: |
/s/ Xxxx XxXxxx | |
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Name: |
Xxxx XxXxxx |
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Title: |
Vice President & Treasurer |
[Signature Page to the RBL Amendment]
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JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender | ||
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By: |
/s/ Xxxx Xxxxxxx | |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Authorized Signer |
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Bank of America | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx X. Xxxxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Managing Director |
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The Bank of Nova Scotia | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx X. Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Managing Director |
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SCOTIABANC INC. | ||
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as a Lender | ||
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By: |
/s/ X.X. Xxxx | |
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Name: |
X.X. Xxxx |
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Title: |
Managing Director |
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By: |
/s/ X. Xxxxx | |
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Name: |
X. Xxxxx |
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Title: |
Director |
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BANK OF SCOTLAND plc | ||
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as a Lender | ||
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/s/ Assistant Vice President | |
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Title: |
Assistant Vice President |
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N/A | |
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Name: |
N/A |
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Title: |
N/A |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxx | |
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Name: |
Xxxxxx Xxxx |
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Title: |
Managing Director |
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BMO Xxxxxx Financing, Inc. | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Director |
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Canadian Imperial Bank of Commerce, New York Agency, as a Lender | ||
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By: |
/s/ Xxxxxxx Xxxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Executive Director |
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By: |
/s/ Xxxxxx Xxxxx | |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Executive Director |
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Capital One, National Association | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx Xxxxxx | |
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Name: |
Xxxxxxx Xxxxxx |
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Title: |
Vice President |
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Citibank, N.A. | ||
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as a Lender | ||
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By: |
/s/ Xxxx X. Xxxxxx | |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Attorney-in-Fact |
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Comerica Bank | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Senior Vice President |
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Compass Bank | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxxx X. Xxxxx |
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Title: |
Senior Vice President |
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||
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By: |
/s/ Xxxxxxx Xxxxxxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxxxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
XXXXX XXXXXX |
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ASSOCIATE |
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DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
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as a Lender | |
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By: |
/s/ Xxxx Xxxxxxxxx | |
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Name: |
Xxxx Xxxxxxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxxxxxxx Xxxxxx | |
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Name: |
Xxxxxxxxxx Xxxxxx |
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Title: |
Director |
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DNB BANK ASA | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
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By: |
/s/ Pal Xxxxx | |
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Name: |
PAL XXXXX |
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Title: |
Vice President |
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Xxxxxxx Sachs Bank USA | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Signatory |
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ING Capital LLC | ||
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as a Lender | ||
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By: |
/s/ Xxxx Xxxxxx | |
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Name: |
Xxxx Xxxxxx |
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Title: |
Director |
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Mizuho Corporate Bank, Ltd., | ||
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as a Lender | ||
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By: |
/s/ Xxxxx X. Xxxxx | |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
Deputy General Manager |
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XXXXXX XXXXXXX BANK, N.A., | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Signatory |
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NOMURA CORPORATE FUNDING AMERICAS, LLC | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Managing Director |
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Royal Bank Of Canada | ||
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as a Lender | ||
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By: |
/s/ Xxxx Xxxxxxx, Xx. | |
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Name: |
Xxxx Xxxxxxx, Xx. |
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Title: |
Authorized Signatory |
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Name: |
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THE Royal Bank Of SCOTLAND plc | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Signatory |
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Societe Generale | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Robcivc | |
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Name: |
Xxxxx Robcivc |
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Title: |
Director |
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Name: |
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Title: |
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Sumitomo Mitsui Banking Corporation | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxxx Xxxxxx | |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
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Name: |
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Title: |
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Suntrust Bank | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Director |
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Toronto Dominion New York LLC | ||
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as a Lender | ||
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By: |
/s/ Xxxxx X. Xxxxx | |
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Name: |
XXXXX X. XXXXX |
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Title: |
AUTHORIZED SIGNATORY |
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Name: |
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UBS Loan Finance LLC | ||
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as a Lender | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Associate Director |
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By: |
/s/ Xxxxxxx Xxxxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Title: |
Associate Director |
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Banking Products Services, US |
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Union Bank, N.A. | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Assistant Vice President |
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Name: |
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Title: |
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Xxxxx Fargo Bank, N.A. | ||
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as a Lender | ||
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By: |
/s/ Xxxx Xxxxxx | |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
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Name: |
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Title: |
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