SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 19, 2014 AMONG EV PROPERTIES, L.P., as Borrower, THE GUARANTORS, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Signatory Hereto

Exhibit 10.1

SIXTH AMENDMENT

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF

SEPTEMBER 19, 2014

AMONG

EV PROPERTIES, L.P.,

as Borrower,

THE GUARANTORS,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

and

The Lenders Signatory Hereto

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”) dated as of September 19, 2014, 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, by that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of March 29, 2012, by that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of September 27, 2012, by that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2013, and by that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of August 7, 2014, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

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

C.           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 Sixth Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Sixth Amendment refer to sections of the Credit Agreement.

Section 2.          Amendments to Credit Agreement.

2.1           Amendments to Section 1.02.

(a)          The definitions of “Agreement” and “Senior Secured Funded Debt” are hereby amended in their respective entireties 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, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, and as the same may be amended, modified or supplemented from time to time.

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“Senior Secured Funded Debt” means any Debt included in the definition of “Total Debt” which is secured by a Lien on the Properties of the Borrower or any Guarantor, except for any Debt secured by a Lien on the equity interests of EVEP Redbird permitted under Section 9.03(f).

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

“EVEP Redbird” means CGS Nine LLC, a Delaware limited liability company.

“Sixth Amendment” means that certain Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of September 19, 2014, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Sixth Amendment Effective Date” has the meaning set forth in the Sixth Amendment.

2.2           Amendment to Section 9.02. Section 9.02 is hereby amended to insert the following Section 9.02(g) which reads in its entirety as follows:

(g)          Debt incurred by EVEP Redbird in a principal amount of approximately $80,000,000; provided that such Debt is non-recourse to the Parent, the Borrower and the other Subsidiaries of the Parent.

2.3           Amendment to Section 9.03. Section 9.03 is hereby amended to insert the following Section 9.03(f) which reads in its entirety as follows:

(f)          Liens on Equity Interests in Cardinal and EVEP Redbird to secure Debt contemplated by Section 9.02(g); provided that such Liens attach only to the Equity Interests being pledged as collateral to secure such Debt and the proceeds thereof and are otherwise non-recourse to the Parent, the Borrower and its Subsidiaries.

2.4           Amendment to Section 9.12. Section 9.12 is hereby amended to delete the word “and” immediately prior to the beginning of Section 9.12(e) and to insert at the end of such Section the following new Section 9.12(f) which reads in its entirety as follows:

“and (f) the sale of all of any portion of any Investment permitted by Section 9.05(n)”.

2.5           Waiver of Section 8.14(b). To the extent it would otherwise be required to comply, the parties agree that EVEP Redbird shall not be required to comply with Section 8.14(b) while it remains obligated to pay the Debt permitted to be incurred under Section 9.02(g).

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Section 3.          Conditions Precedent. This Sixth Amendment shall become effective on the date (such date, the “Sixth 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 Sixth Amendment signed on behalf of such Persons.

3.2           Both before and immediately after giving effect to this Sixth 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 Sixth Amendment to be effective (and the Sixth 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 Sixth Amendment, shall remain in full force and effect following the Sixth Amendment Effective Date.

4.2           Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Amendment by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this Sixth Amendment.

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4.4           No Oral Agreement. This Sixth 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 SIXTH 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 Sixth 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 Sixth 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 Sixth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature Pages Follow]

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

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

Sixth 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
		Xxxxxxx X. Xxxxxx
		Senior Vice President and Chief
		Financial Officer
	EVPP GP, LLC
	By:	/s/ XXXXXXX X. XXXXXX
		Xxxxxxx X. Xxxxxx
		Senior Vice President and Chief
		Financial Officer
	CGAS PROPERTIES, L.P.
	By:	EVCG GP, LLC,
		its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Xxxxxxx X. Xxxxxx
		Senior Vice President and Chief
		Financial Officer
	ENERVEST-CARGAS, LTD.
	By:	EVPP GP, LLC,
		its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Xxxxxxx X. Xxxxxx
		Senior Vice President and Chief
		Financial Officer

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	EVCG GP, LLC
	By:	/s/ XXXXXXX X. XXXXXX
		Xxxxxxx X. Xxxxxx
		Senior Vice President and Chief
		Financial Officer
	ENERVEST MONROE MARKETING, LTD.
	By:	EVPP GP, LLC, its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Xxxxxxx X. Xxxxxx
		Senior Vice President and Chief
		Financial Officer
	ENERVEST MONROE GATHERING, LTD.
	By:	EVPP GP, LLC, its general partner
	By:	/s/ XXXXXXX X. XXXXXX
		Xxxxxxx X. Xxxxxx
		Senior Vice President and Chief
		Financial Officer

Sixth 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/ XXXXXX XXXXXXX
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Officer

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

LENDERS:	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	By:	/s/ XXXXX XXXXXX
		Name:	Xxxxx Xxxxxx
		Title:	Director

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	COMPASS BANK, as a Lender
	By:	/s/ XXXXXXX XXXXX
		Name:	Xxxxxxx Xxxxx
		Title:	Vice President

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	CITIBANK, N.A., as a Lender
	By:	/s/ XXXXX XXXXX
		Name:	Xxxxx Xxxxx
		Title:	Vice President

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	COMERICA BANK, as a Lender
	By:	/s/ XXXXXXX XXXXXXXX
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Vice President

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
	By:	/s/ XXXXXXX XXXXXX
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director
	By:	/s/ XXXXX XXXXXXX
		Name:	Xxxxx Xxxxxxx
		Title:	Managing Director

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	ING CAPITAL LLC, as a Lender
	By:	/s/ XXXX XXXXXX
		Name:	Xxxx Xxxxxx
		Title:	Director
	By:	/s/ XXXXXXX XXXX
		Name:	Xxxxxxx Xxxx
		Title:	Managing Director

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	ROYAL BANK OF CANADA, as a Lender
	By:	/s/ XXXX XXXXXXX, XX.
		Name:	Xxxx Xxxxxxx, Xx.
		Title:	Authorized Signatory

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	THE BANK OF NOVA SCOTIA, as a Lender
	By:	/s/ XXXX XXXXXX
		Name:	Xxxx Xxxxxx
		Title:	Director

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	MUFG UNION BANK, N.A. (fka, Union Bank N.A.), as a Lender
	By:	/s/ XXXXX XXXXXXXXX
		Name:	Xxxxx Xxxxxxxxx
		Title:	Vice President

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	By:	/s/ XXXX X. XXXXXX
		Name:	Xxxx X. Xxxxxx
		Title:	Vice President

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	AMEGY BANK NATIONAL ASSOCIATION, as a Lender
	By:	/s/ XXXXXX XXXXXXXXX
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Vice President

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	By:	/s/ XXXXXXX XXXXXXX
		Name:	Xxxxxxx Xxxxxxx
		Title:	Authorized Signatory
	By:	/s/ XXXXX XXXXXX
		Name:	Xxxxx Xxxxxx
		Title:	Authorized Signatory

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page

	FROST BANK, as a Lender
	By:	/s/ XXXXXXX XXXXXX
		Name:	Xxxxxxx Xxxxxx
		Title:	Assistant Vice President

Sixth Amendment to Second Amended and Restated Credit Agreement
Signature Page