0001104659-12-074107 Sample Contracts

INCREMENTAL FACILITY AGREEMENT
Reaffirmation Agreement • November 5th, 2012 • EP Energy LLC • Crude petroleum & natural gas • New York

INCREMENTAL FACILITY AGREEMENT, dated as of October 31, 2012 (this “Amendment”), to the Term Loan Agreement, dated as of April 24, 2012 and amended by that certain Amendment No. 1 dated as of August 21, 2012 (as further amended, amended and restated, modified or supplemented from time to time, the “Term Loan Agreement”), among EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Citibank, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).

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REAFFIRMATION AGREEMENT
Reaffirmation Agreement • November 5th, 2012 • EP Energy LLC • Crude petroleum & natural gas • New York

REAFFIRMATION AGREEMENT (this “Agreement”), dated as of October 31, 2012, among EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company (the “Borrower”), each subsidiary of the Borrower identified on the signature pages hereto (each, a “Subsidiary Party”, and the Subsidiary Parties and the Borrower, the “Reaffirming Parties”) and Citibank, N.A., as administrative agent and collateral agent under the Amended Term Loan Agreement referred to below (in such capacity, the “Administrative Agent”).

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