Second Amendment to Second Amended and Restated Credit Agreement Dated as of March 29, 2012 among EV Properties, L.P., as Borrower, The Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Lenders Signatory Hereto Second Amendment...

Execution Version

Second Amendment

to

Second Amended and Restated Credit Agreement

Dated as of

March 29, 2012

among

EV Properties, L.P.,

as Borrower,

The Guarantors,

JPMorgan Chase Bank, N.A.,

as Administrative Agent,

and

The Lenders Signatory Hereto

Second Amendment to Second Amended and Restated Credit Agreement

This Second Amendment to Second Amended and Restated Credit Agreement (this “Second Amendment”) dated as of March 29, 2012, is among EV Properties, L.P., a Delaware limited partnership (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); and the Lenders signatory hereto.

Recitals

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of April 26, 2011 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 21, 2011, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B. The Guarantors are parties to that certain Second Amended and Restated Guaranty and Collateral Agreement dated as of April 26, 2011 made by the Borrower and each of the other Obligors in favor of the Administrative Agent (as heretofore amended, modified or supplemented, the “Guaranty Agreement”).

C. The Borrower, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein.

D. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Second Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Second Amendment refer to sections of the Credit Agreement.

Section 2. Amendments to Credit Agreement.

2.1 Amendments to Section 1.02.

(a) The definition of “Agreement” is hereby amended in its entirety to read as follows:

“Agreement” means this Second Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto, as amended by the First Amendment, the Second Amendment, and as the same may be amended, modified or supplemented from time to time.

(b) The following definitions are hereby added where alphabetically appropriate to read as follows:

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“Cardinal” means Cardinal Gas Services LLC, a Delaware limited liability company.

“Second Amendment” means that certain Second Amendment to Second Amended and Restated Credit Agreement, dated as of March 29, 2012, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.

“UEO” means Utica East Ohio Midstream LLC, a Delaware limited liability company.

2.2 Amendments to Section 9.05. Section 9.05 is hereby amended by adding the following new subsection (n) at the end thereof:

(n) Investments in Cardinal, UEO and other joint venture entities related to the Utica midstream operations of the of the Borrower, Cardinal, UEO or their respective Affiliates, not to exceed $200,000,000 in the aggregate at any time.

Section 3. Conditions Precedent. This Second Amendment shall become effective on the date (such date, the “Second Amendment Effective Date”) when each of the following conditions is satisfied (or waived in accordance with Section 12.02):

3.1 The Administrative Agent shall have received from the Majority Lenders and the Obligors counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Persons.

3.2 Both before and immediately after giving effect to this Second Amendment, no Default shall have occurred and be continuing.

3.3 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.

The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective (and the Second Amendment Effective Date shall occur) when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 12.02. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 4. Miscellaneous.

4.1 Confirmation.  The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the Second Amendment Effective Date.

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4.2 Ratification and Affirmation; Representations and Warranties.  Each Obligor hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document and agrees that each Loan Document remains in full force and effect as expressly amended hereby; (c) agrees that from and after the Second Amendment Effective Date each reference to the Credit Agreement in the Guaranty Agreement and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (d) represents and warrants to the Lenders that as of the date hereof: (i) all of the representations and warranties contained in each Loan Document are true and correct in all material respects (without duplication of materiality), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of materiality) as of such specified earlier date, (ii) no Default has occurred and is continuing and (iii) no event, development or circumstance has have occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.

4.3 Counterparts.  This Second Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Second Amendment by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this Second Amendment.

4.4 No Oral Agreement.  This Second Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.

4.5 GOVERNING LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

4.6 Payment of Expenses.  In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Second Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

4.7 Severability.  Any provision of this Second Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.8 Successors and Assigns.  This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature Pages Follow]

Page 3

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed effective as of the Second Amendment Effective Date.

BORROWER:	EV PROPERTIES, L.P.
	By:	EV Properties GP, LLC, its general partner
		By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer
GUARANTORS:	EV ENERGY PARTNERS, L.P.
	By:	EV Energy GP, L.P., its general partner
	By:	EV Management, L.L.C., its general partner
		By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer
	EV PROPERTIES GP, LLC
		By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer

Second Amendment to Second Amended and Restated Credit Agreement

Signature Page

	Enervest Production
	Partners, Ltd.
	By:	EVPP GP, LLC, its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer
	EVPP GP, LLC
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer
	cgas properties, l.p.
	By:	EVCG GP, LLC, its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer

Second Amendment to Second Amended and Restated Credit Agreement

Signature Page

	Enervest-Cargas, Ltd.
	By:	EVPP GP, LLC, its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer
	EVCG GP, LLC
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer
	Enervest Monroe Marketing, Ltd.
	By:	EVPP GP, LLC, its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer
	ENERVEST MONROE GATHERING, LTD.
	By:	EVPP GP, LLC, its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President and Chief
			Financial Officer

Second Amendment to Second Amended and Restated Credit Agreement

Signature Page

ADMINISTRATIVE AGENT:		JPMORGAN CHASE BANK, N.A., as
		Administrative Agent and a Lender
		By:	/s/ JO XXXXX XXXXXXXXX
		Name:	Jo Xxxxx Xxxxxxxxx
		Title:	Authorized Officer
LENDERS:		BNP PARIBAS, as a Lender
		By:	/s/ XXXXX XXXXXX
		Name:	Xxxxx Xxxxxx
		Title:	Director
		By:	/s/ XXXXXXXX XXXXX
		Name:	Xxxxxxxx Xxxxx
		Title:	Director
		XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		By:	/s/ XXXXXXX XXXX
		Name:	Xxxxxxx Xxxx
		Title:	Director
		COMPASS BANK, as a Lender
		By:	/s/ XXX XXX XXXXXXX
		Name:	Xxx Xxx Xxxxxxx
		Title:	Vice President
		CITIBANK, N.A., as a Lender
		By:	/s/ XXXXXX XXXXXXXXX
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Senior Vice President
		COMERICA BANK, as a Lender
		By:	/s/ XXXXXXX XXXXXXX
		Name:	Xxxxxxx Xxxxxxx
		Title:	AssistantVice President

Second Amendment to Second Amended and Restated Credit Agreement

Signature Page

		CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
		By:	/s/ XXXXXXX XXXXXXX
		Name:	Xxxxxxx Xxxxxxx
		Title:	Managing Director
		By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Managing Director
		ING CAPITAL LLC, as a Lender
		By:	/s/ XXXXX XXXXXX
		Name:	Xxxxx Xxxxxx
		Title:	Director
		ROYAL BANK OF CANADA, as a Lender
		By:	/s/ XXXX XXXXXXX, XX.
		Name:	Xxxx Xxxxxxx, Xx.
		Title:	Authorized Signatory
		THE BANK OF NOVA SCOTIA, as a Lender
		By:	/s/ X. XXXXXXX
		Name:	X. Xxxxxxx
		Title:	Managing Director
		UNION BANK, N.A., as a Lender
		By:	/s/ XXXXXXX XXXXX
		Name:	Xxxxxxx Xxxxx
		Title:	Assistant Vice President
		U.S. BANK NATIONAL ASSOCIATION, as a Lender
		By:	/s/ XXXXX XXXXXXX
		Name:	Xxxxx Xxxxxxx
		Title:	Vice President

Second Amendment to Second Amended and Restated Credit Agreement

Signature Page

		AMEGY BANK NATIONAL ASSOCIATION, as a Lender
		By:	/s/ H. Xxxxx Xxxxxx
		Name:	H. Xxxxx Xxxxxx
		Title:	Senior Vice President
		CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		By:	/s/ XXXXXXX XXXXX
		Name:	Xxxxxxx Xxxxx
		Title:	Vice President
		By:	/s/ XXXXXXX XXXXXXX
		Name:	Xxxxxxx Xxxxxxx
		Title:	Associate
		THE FROST NATIONAL BANK, as a Lender
		By:	/s/ XXXXXX X. XXXXXXXX
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Sr. Vice President

Second Amendment to Second Amended and Restated Credit Agreement

Signature Page