THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE MANAGEMENT INVESTORS, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF AUGUST 30, 2013Limited 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.”
STOCKHOLDERS AGREEMENT by and among EP ENERGY CORPORATION, and the STOCKHOLDERS that are parties hereto DATED AS OF AUGUST 30, 2013Stockholders Agreement • 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.”
REGISTRATION RIGHTS AGREEMENTRegistration 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.”
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 2017Supplemental 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”).
SUBSCRIPTION AGREEMENTSubscription 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.
MANAGEMENT INCENTIVE PLAN AGREEMENTManagement 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.
