SIXTH AMENDMENT TO CREDIT AGREEMENT
Execution Version
SIXTH AMENDMENT TO CREDIT AGREEMENT
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.
WHEREAS, the Borrower has requested that the definition of “Junior Liens” set forth in Section 1.1 of the Credit Agreement be amended to clarify that Liens securing other Indebtedness of the Borrower on any Term/Notes Priority Collateral are not strictly required to be senior to the Liens securing the Credit Agreement, but such Liens securing other Indebtedness may also be junior to the Liens securing the Credit Agreement.
WHEREAS, Section 13.1 of the Credit Agreement permits the Administrative Agent and/or the Collateral Agent and certain Lenders to enter into written amendments, supplements or modifications to the Credit Agreement and the other Credit Documents with the relevant Credit Parties.
WHEREAS, inasmuch as the requested amendment is beneficial to the Lenders and the other Credit Parties, the Lenders and the Credit Parties desire to amend the Credit Agreement on the terms set forth herein.
ARTICLE I
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
Section 2.1. Amendments. On the Amendment Effective Date (as defined below), the definition of “Junior Liens” set forth in Section 1.1 of the Credit Agreement will hereby be amended and restated in its entirety as follows (with the new language in bold underline for illustration purposes only):
“Junior Liens” means Liens on the Collateral (other than Liens securing the Obligations) that (i) with respect to the RBL Priority Collateral (as defined in the Senior Lien Inter-creditor Agreement), are subordinated to the Liens granted under the Credit Documents and (ii) with respect to the Term/Notes Priority Collateral, are junior to, pari passu with or senior to the Liens granted under the Credit Documents, in each case pursuant to the Senior Lien Intercreditor Agreement or another intercreditor agreement that is not materially less favorable to the Lenders than the Senior Lien Intercreditor Agreement (it being understood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens).
ARTICLE III
Section 3.1. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective 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, Holdings and Lenders constituting 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.
The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
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.
ARTICLE IV
Section 4.1. 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 4.2. 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 4.3. FINAL AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, WHICH SHALL INCLUDE 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.
EPE ACQUISITION LLC (SUCCESSOR TO EPE HOLDINGS LLC)
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: EVP and CFO
Name: Xxxx Xxxxxxxxx
Title: EVP and CFO
EP ENERGY LLC (F/K/A EVEREST ACQUISITION LLC)
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: EVP and CFO
Name: Xxxx Xxxxxxxxx
Title: EVP and CFO
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By: /s/ Jo Xxxxx Xxxxxxxxx
Name: Jo Xxxxx Xxxxxxxxx
Title: Authorized Officer
Name: Jo Xxxxx Xxxxxxxxx
Title: Authorized Officer
CITIBANK, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Name: Xxxxxxx Xxxxxxx
Title: Vice President
BMO XXXXXX FINANCING, INC., as a Lender
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
Name: Xxxxx Xxxxx
Title: Director
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By: /s/ Xxxxxxx Xxxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxxx
Title: Authorized Signatory
Name: Xxxxxxx Xxxxxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Name: Xxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director
Name: Xxxxx Xxxxxxx
Title: Director
ROYAL BANK OF CANADA, as a Lender
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Authorized Signatory
Name: Xxxxxxxx Xxxx
Title: Authorized Signatory
UBS AG, STAMFORD BRANCH, as a Lender
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Associate Director, Banking Products
Services, US
Name: Xxxxxxx Xxxx
Title: Associate Director, Banking Products
Services, US
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Director
Name: Xxxxxxx Xxxxx
Title: Director
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
Name: Xxxxxxx Xxxxx
Title: Vice President
XXXXX FARGO BANK, N.A., as a Lender
By: /s/ Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
COMPASS BANK, as a Lender
By: /s/ Xxxx XxXxxxxx
Name: Xxxx XxXxxxxx
Title: Vice President
Name: Xxxx XxXxxxxx
Title: Vice President
SOCIETE GENERALE, as a Lender
By: /s/ Xxx Xxxxxxxxxxx
Name: Xxx Xxxxxxxxxxx
Title: Director
Name: Xxx Xxxxxxxxxxx
Title: Director
SunTrust Bank, as a Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
Name: Xxxx Xxxxxxx
Title: Vice President
THE TORONTO-DOMINION (NEW YORK) LLC, as a Lender
By: /s/ Xxxxx Xxxxxx
Name: XXXXX XXXXXX
Title: AUTHORIZED SIGNATORY
Name: XXXXX XXXXXX
Title: AUTHORIZED SIGNATORY
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By: /s/ Ryo Suzuki
Name: Ryo Suzuki
Title: General Manager
Name: Ryo Suzuki
Title: General Manager
DNB CAPITAL LLC, as a Lender
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Vice President
Name: Xxx Xxxxx
Title: Vice President
By: /s/ Xxxxx Gildersieeve
Name: Xxxxx Gildersieeve
Title: Vice President
Name: Xxxxx Gildersieeve
Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director
Name: Xxxxxxx Xxxxxx
Title: Director
ING Capital LLC, as a Lender
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
Name: Xxxxx Xxxxxxxxx
Title: Director
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Director
Name: Xxxx Xxxxxx
Title: Director
MIZUHO BANK, LTD., as a Lender
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Managing Director
Name: Xxxxx X. Xxxxx
Title: Managing Director
XXXXXXX SACHS BANK USA, as a Lender
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
SCOTIABANC INC., as a Lender
By: /s/ X.X. Xxxx
Name: X.X. Xxxx
Title: Managing Director
Name: X.X. Xxxx
Title: Managing Director
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Director
Name: Xxxx Xxxxxx
Title: Director
Xxxxxx Xxxxxxx Senior Funding, Inc., as a Lender
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
Name: Xxxxxxx Xxxxxx
Title: Vice President
COMERICA BANK, as a Lender
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Relationship Manager
Name: Xxxxx X. Xxxxxx
Title: Relationship Manager
NOMURA CORPORATE FUNDING AMERICAS, LLC, as a Lender
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Managing Director
Name: Xxxx X. Xxxxx
Title: Managing Director
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