EV Energy Partners, L.P. restructuring support agreement March 13, 2018

Exhibit 10.1

Execution Version

EV Energy Partners, L.P.

March 13, 2018

This Restructuring Support Agreement (together with the exhibits and schedules attached hereto, which includes, without limitation, the Restructuring Term Sheet and the RBL Term Sheet (each as defined below), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”),¹ dated as of March 13, 2018, is entered into by and among: (i) EV Energy Partners, L.P. (“EVEP”), EV Energy GP, LP EV Management LLC, and certain of EVEP’s wholly owned subsidiaries (such entities, each a “Debtor” and, collectively, the “Debtors”);² (ii) the undersigned holders or investment managers for certain funds and/or managed accounts that are holders of senior notes (the “Noteholders”) issued pursuant to that certain Indenture, dated as of March 22, 2011 (as amended, restated, modified, supplemented, or replaced from time to time prior to the Petition Date, the “Indenture”), for the 8.0% Senior Notes due 2019 (the “Notes”) among EVEP, EV Energy Finance Corp., each of the guarantors party thereto, and U.S. Bank National Association, as indenture trustee (the “Notes Trustee”) that are (and any Noteholder that may become in accordance with Section 15 and/or Section 16 hereof) signatories hereto (collectively, the “Consenting Noteholders”); (iii) the lenders (collectively, the “RBL Lenders”) party to that reserve-based lending facility (the “RBL Facility”) arising under that certain Second Amended and Restated Credit Agreement dated as of April 26, 2011 (as amended, restated, modified, supplemented, or replaced from time to time prior to the Petition Date, the “Credit Agreement”) by and among EVEP, EV Properties, L.P., as borrower, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “RBL Agent”), BNP Paribas and ▇▇▇▇▇ Fargo, National Association, as co-syndication agents, BBVA Compass and Citibank, N.A., as co-documentation agents, and the guarantors party thereto (as may be amended and restated, or otherwise modified from time to time the “RBL Credit Agreement”) that are (and any that may become in accordance with Section 15 and/or Section 16 hereof) signatories hereto (collectively, the “Consenting RBL Lenders”)³; and (iv) EnerVest, Ltd. (“EnerVest”), and EnerVest Operating, L.L.C. (collectively, the “EnerVest Parties”). This Agreement collectively refers to the Debtors, the Consenting Noteholders, the Consenting RBL Lenders, and the EnerVest Parties as the “Parties” and, each individually, as a “Party.”

Unless otherwise noted, capitalized terms used but not immediately defined herein shall have the meanings ascribed to them at a later point in this Agreement, the Restructuring Term Sheet, or the RBL Term Sheet.

Until the occurrence of an RSA Termination Date, every entity that is a Debtor (as defined below) shall be a party to this Agreement.

For the purposes of this Agreement, the term “Consenting RBL Lender” shall mean the business unit defined in the signature blocks appended hereto for such RBL Lender.

RECITALS

WHEREAS, the Parties have engaged in good faith, arm’s-length negotiations regarding restructuring transactions (the “Restructuring”) pursuant to the terms and conditions set forth in this Agreement, including a joint pre-packaged plan of reorganization for the Debtors (the “Pre-Packaged Plan”) on terms consistent in all respects with: (a) the restructuring term sheet attached hereto as Exhibit A (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with this Agreement, the “Restructuring Term Sheet”) and (b) the term sheet attached hereto as Exhibit B (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with this Agreement the “RBL Term Sheet), each as incorporated herein by reference pursuant to Section 2 hereof;

WHEREAS, it is anticipated that the Restructuring will be implemented through jointly-administered voluntary cases commenced by the Debtors (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and pursuant to the Pre-Packaged Plan, which will be filed by the Debtors in the Chapter 11 Cases;

NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows:

AGREEMENT

1. RSA Effective Date. This Agreement shall become effective, and the obligations contained herein shall become binding upon the Parties, upon the first date (such date, the “RSA Effective Date”) that (i) this Agreement has been executed by (a) each Debtor; (b) Consenting Noteholders holding, in aggregate, at least 66 2/3% in principal amount outstanding of all Notes Claims;⁴ (c) Consenting RBL Lenders holding, in aggregate, at least 66 2/3% in principal amount outstanding of all RBL Claims⁵; and (d) each of the EnerVest Parties and (ii) all of the outstanding fees and expenses incurred and invoiced as of the date of this Agreement that are required to be paid under Section 7(c) shall have been paid.

2. Exhibits and Schedules Incorporated by Reference. Each of the exhibits attached hereto (and any schedules to such exhibits) (collectively, the “Exhibits and Schedules”) is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include the Exhibits and Schedules. In the event of any inconsistency between this Agreement (without reference to the Exhibits and Schedules) and the Exhibits and Schedules, this Agreement (without reference to the Exhibits and Schedules) shall govern.

⁴

“Notes Claims” shall mean all Claims (as defined in the Bankruptcy Code) and obligations arising under or related to the Notes.

⁵

“RBL Claims” shall mean all Claims (as defined in the Bankruptcy Code) and obligations arising under or related to the RBL Facility.

3. Restructuring Documents. The definitive documents and agreements governing the Restructuring (the “Restructuring Documents”) shall include: (a) the Pre-Packaged Plan (and all exhibits thereto) and the confirmation order with respect to the Pre-Packaged Plan (the “Confirmation Order”); (b) the related disclosure statement (and all exhibits thereto) with respect to the Pre-Packaged Plan (the “Disclosure Statement”); (c) the solicitation materials with respect to the Pre-Packaged Plan (collectively, the “Solicitation Materials”); (d) the interim order approving the Debtors use of cash collateral (the “Interim Cash Collateral Order”) and the final order approving the Debtors’ use of cash collateral (the “Final Cash Collateral Order,” and together with the Interim Cash Collateral Order, the “Cash Collateral Orders”); (e) the Amended RBL Credit Agreement; (f) documents in respect of the Alternative Term Loan Facility (as defined in the Restructuring Term Sheet) (if necessary); (g) the New Warrant Agreement and the New Warrants (each as defined in the Restructuring Term Sheet); (h) the organizational and governance documents for the Reorganized Debtors (and/or any new entity created as part of the Restructuring), including, as applicable, certificates of incorporation, certificates of formation or certificates of limited partnership (or equivalent organizational documents), bylaws, limited liability company agreements, limited partnership agreements, shareholders agreements, operating agreements (or equivalent governing documents) and/or registration rights agreements (collectively, the “Corporate Governance Documents”); (i) the New Omnibus Agreement (as defined in the Restructuring Term Sheet); (j) any agreements governing the MIP (as defined in the Restructuring Term Sheet); (k) such other definitive documentation relating to the Restructuring as is necessary or desirable to consummate the Restructuring and the Pre-Packaged Plan; and (l) any other agreement, instruments, pleadings seeking or responding to a request for substantive relief, orders and/or documents seeking substantive relief (including substantive “first day” motions and the related orders) that are filed by the Debtors in the Chapter 11 Cases (including any exhibits, amendments, modifications or supplements made thereto from time to time). The Restructuring Documents identified in the foregoing sentence remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respect with the terms of this Agreement. Any document that is included within the definition of “Restructuring Documents,” including any amendment, supplement, or modification thereof, shall be in a form and substance satisfactory to the (i) Debtors, (ii) Noteholders holding more than 50% in principal amount outstanding of the Notes Claims held by the Consenting Noteholders or their transferees pursuant to a valid transfer under this Agreement (“Required Consenting Noteholders”), and (iii) RBL Lenders holding more than 50% in principal amount outstanding of the RBL Claims held by the Consenting RBL Lenders or their transferees pursuant to a valid transfer under this Agreement (“Required Consenting RBL Lenders”) solely with respect to (1) the documents listed in parts (a), (b), (c), (d), (e), and (f) of this section and (2) the documents listed in parts (k) and (l) of this section that have a material impact on the RBL Lenders; provided that (x) the New Omnibus Agreement shall be in form and substance satisfactory to the Debtors, the Required Consenting Noteholders and the EnerVest Parties and (y) the Corporate Governance Documents shall be in form and substance satisfactory to the Required Consenting Noteholders in their sole discretion (provided that the Corporate Governance Documents shall also be subject to the consent of the Debtors (which consent shall not be unreasonably withheld, conditioned, or delayed)).

4. Milestones. As provided in and subject to Section 6, the Debtors shall implement the Restructuring on the following timeline (each deadline, a “Milestone”):

(a)

the Debtors shall commence the solicitation of votes to accept or reject the Pre-Packaged Plan on or before March 16, 2018 and, in connection with such solicitation, establish a date no later than March 30, 2018 as the deadline to submit votes to accept or reject such Pre-Packaged Plan;

(b)

no later than April 8, 2018, the Debtors shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, the “Petition Date”);

(c)

on the Petition Date, the Debtors shall file the Pre-Packaged Plan and Disclosure Statement (excluding any plan supplement or exhibits to the Pre-Packaged Plan);

(d)

no later than (i) the earlier of (x) seven days after the Petition Date and (y) the date that is one Business Day after other customary first day orders are entered by the Bankruptcy Court, the Bankruptcy Court shall have entered the Interim Cash Collateral Order and (ii) 45 days after the Petition Date, the Bankruptcy Court shall have entered the Final Cash Collateral Order;

(e)

no later than 45 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order that has become a Final Order⁶; and

(f)

no later than 75 days after the Petition Date, the Debtors shall consummate the transactions contemplated by the Pre-Packaged Plan (the date of such consummation, the “Effective Date”).

The Debtors may extend a Milestone with the express prior written consent of the Required Consenting Noteholders and the Required Consenting RBL Lenders.

5. Commitment of Consenting Noteholders. Each Consenting Noteholder shall (severally, and not jointly and severally), solely as it remains the legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind any Claims held by it, from the RSA Effective Date until the occurrence of an RSA Termination Date (as defined below):

⁶

“Final Order” means an order or judgment of the Bankruptcy Court (or any other court of competent jurisdiction) entered by the Clerk of the Bankruptcy Court (or such other court) on the docket in the Chapter 11 Cases (or the docket of such other court), which has not been modified, amended, reversed, vacated or stayed and as to which (x) the time to appeal, petition for certiorari, or move for a new trial, stay, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, stay, reargument or rehearing shall then be pending or (y) if an appeal, writ of certiorari, new trial, stay, reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court (or other court of competent jurisdiction) shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, stay, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, stay, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided that no order shall fail to be a Final Order solely due to the possibility that a motion pursuant to section 502(j) of the Bankruptcy Code, Rules 59 or 60 of the Federal Rules of Civil Procedure, or Rule 9024 of the Bankruptcy Rules may be filed with respect to such order.

(a)

support and cooperate with the Debtors to take all commercially reasonable actions necessary to consummate the Restructuring in accordance with the Pre-Packaged Plan and the terms and conditions of this Agreement, the Restructuring Term Sheet, and the RBL Term Sheet (but without limiting consent and approval rights provided in this Agreement or the Restructuring Documents), including: (i) timely voting all of its Claims against, or interests in, as applicable, the Debtors now or hereafter owned by such Consenting Noteholder (or for which such Consenting Noteholder now or hereafter has voting control over) to accept the Pre-Packaged Plan in accordance with the applicable procedures set forth in the Disclosure Statement and the Solicitation Materials upon receipt of Solicitation Materials; (ii) timely returning a duly-executed ballot in connection therewith; and (iii) supporting and not opting out of any releases under the Pre-Packaged Plan;

(b)

not withdraw, amend, or revoke (or cause to be withdrawn, amended, or revoked) its vote with respect to the Pre-Packaged Plan;

(c)

not, directly or indirectly, object to, delay, impede, or take any other action to interfere with the acceptance or implementation of the Restructuring, including, without limitation, (i) initiating or joining any legal proceeding, objecting, directly or indirectly, to the Pre-Packaged Plan or the Restructuring Documents or (ii) negotiating or proposing, filing, supporting, or voting for any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, or restructuring of EVEP or any of its subsidiaries that is inconsistent with or that would be reasonably likely to prevent, delay, or impede the consummation of the Restructuring;

(d)

not take any action (or encourage or instruct any other party to take any action) in respect of any “Default” or an “Event of Default” under the Indenture that (i) exist as of the RSA Effective Date or (ii) are a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 Cases;

(e)

provide prompt written notice to EVEP between the date hereof and the Effective Date of the Pre-Packaged Plan of (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (B) any material covenant contained in this Agreement not to be satisfied in any material respect, or (C) any condition precedent contained in the Pre-Packaged Plan or this Agreement not to occur or become impossible to satisfy, (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the transactions contemplated by the Restructuring, (iii) receipt of any written notice from any governmental body that is material to the consummation of the transactions contemplated by the Restructuring, (iv) receipt of any written notice of any proceeding commenced or threatened against any Party that would otherwise affect in any material respect the transactions contemplated by the Restructuring, and (v) any failure of such Consenting Noteholder to comply, in any material respect, with or satisfy any covenant, condition or agreement to be complied with or satisfied by them hereunder as a condition precedent to the consummation of the transactions contemplated by the Restructuring; and

(f)

not take any other action that is materially inconsistent with its obligations under this Agreement.

Notwithstanding the foregoing, nothing in this Agreement and neither a vote to accept the Pre-Packaged Plan by any Consenting Noteholder nor the acceptance of the Pre-Packaged Plan by any Consenting Noteholder shall (x) be construed to prohibit any Consenting Noteholder from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as, from the RSA Effective Date until the occurrence of an RSA Termination Date applicable to such Consenting Noteholder, such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of hindering, delaying, or preventing the consummation of the Restructuring, (y) affect the ability of any Consenting Noteholder to consult with other Consenting Noteholders or the Debtors or (subject to all terms and conditions of any applicable confidentiality arrangements) the RBL Agent, the RBL Lenders, or the EnerVest Parties, provided that such consultation is not for the purpose of hindering, delaying, or preventing the consummation of the Restructuring, or (z) impair or waive the rights of any Consenting Noteholder to assert or raise any objection permitted under this Agreement in connection with any hearing on confirmation of the Pre-Packaged Plan or in the Bankruptcy Court or prevent such Consenting Noteholder from enforcing this Agreement against the Debtors, the EnerVest Parties, the Consenting RBL Lenders, or any other Consenting Noteholder.

6. Commitment of Consenting RBL Lenders. Each Consenting RBL Lender shall (severally, and not jointly and severally), solely as it remains the legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind any Claims held by it, from the RSA Effective Date until the occurrence of an RSA Termination Date (as defined below):

(a)

support and cooperate with the Debtors to take all commercially reasonable actions necessary to consummate the Restructuring in accordance with the Pre-Packaged Plan and the terms and conditions of this Agreement, the Restructuring Term Sheet, and the RBL Term Sheet (but without limiting consent and approval rights provided in this Agreement or the Restructuring Documents), including: (i) timely vote all of its Claims against, or interests in, as applicable, the Debtors now or hereafter owned by such Consenting RBL Lender (or for which such Consenting RBL Lender now or hereafter has voting control over) to accept the Pre-Packaged Plan in accordance with the applicable procedures set forth in the Disclosure Statement and the Solicitation Materials upon receipt of Solicitation Materials; (ii) timely return a duly-executed ballot in connection therewith; and (iii) support and not opt out of any releases under the Pre-Packaged Plan so long as such Consenting RBL Lender is a beneficiary of such releases;

(b)

not withdraw, amend, or revoke (or cause to be withdrawn, amended, or revoked) its vote with respect to the Pre-Packaged Plan;

(c)

(d)

not take any action (or encourage or instruct any other party to take any action) in respect of any “Default” or an “Event of Default” under the Credit Agreement that (i) exist as of the RSA Effective Date or (ii) are a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 Cases;

(e)

provide prompt written notice to EVEP between the date hereof and the Effective Date of the Pre-Packaged Plan of (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (B) any material covenant contained in this Agreement not to be satisfied in any material respect, or (C) any condition precedent contained in the Pre-Packaged Plan or this Agreement not to occur or become impossible to satisfy, (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the transactions contemplated by the Restructuring, (iii) receipt of any written notice from any governmental body that is material to the consummation of the transactions contemplated by the Restructuring, (iv) receipt of any written notice of any proceeding commenced or threatened against any Party that would otherwise affect in any material respect the transactions contemplated by the Restructuring, and (v) any failure of such Consenting RBL Lender to comply, in any material respect, with or satisfy any covenant, condition or agreement to be complied with or satisfied by them hereunder as a condition precedent to the consummation of the transactions contemplated by the Restructuring; and

(f)

not take any other action that is materially inconsistent with its obligations under this Agreement.

Notwithstanding the foregoing, nothing in this Agreement and neither a vote to accept the Pre-Packaged Plan by any Consenting RBL Lender nor the acceptance of the Pre-Packaged Plan by any Consenting RBL Lender shall (x) be construed to prohibit any Consenting RBL Lender from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as, from the RSA Effective Date until the occurrence of an RSA Termination Date applicable to such Consenting RBL Lender, such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of hindering, delaying, or preventing the consummation of the Restructuring, (y) affect the ability of any Consenting RBL Lender to consult with other Consenting RBL Lenders or the Debtors or (subject to all terms and conditions of any applicable confidentiality arrangements) the Notes Trustee, the Noteholders, or the EnerVest Parties, provided that such consultation is not for the purpose of hindering, delaying, or preventing the consummation of the Restructuring, or (z) impair or waive the rights of any Consenting RBL Lender to assert or raise any objection permitted under this Agreement in connection with any hearing on confirmation of the Pre-Packaged Plan or in the Bankruptcy Court or prevent such Consenting RBL Lender from enforcing this Agreement against the Debtors, the EnerVest Parties, the Consenting Noteholders, or any other Consenting RBL Lender.

Notwithstanding anything to the contrary in this Agreement, RBL Claims (as defined below), other Claims, equity interests, actions or activities of a Consenting RBL Lender subject to this Agreement shall not include any RBL Claims, Claims, equity interests, actions or activities held or performed in a fiduciary capacity or held, acquired or performed by any other division, business unit or trading desk of such Consenting RBL Lender (other than the division, business unit or trading desk expressly identified on the signature pages hereto), unless and until such division, business unit or trading desk is or becomes a party to this Agreement.

7. Commitment of the Debtors. Subject to the terms and conditions hereof, and except as the Required Consenting Noteholders and Required Consenting RBL Lenders may expressly release the Debtors in writing from any of the following obligations (which release may be withheld, conditioned or delayed by Required Consenting Noteholders and the Required Consenting RBL Lenders in their sole discretion):

(a)

Each of the Debtors (i) agrees to (A) support and complete the Restructuring as set forth in the Pre-Packaged Plan and this Agreement, (B) negotiate in good faith all Restructuring Documents that are subject to negotiation as of the RSA Effective Date and take any and all necessary and appropriate actions in furtherance of the Restructuring, the Pre-Packaged Plan and this Agreement, and (C) make commercially reasonable efforts to complete the Restructuring in accordance with each Milestone set forth in Section 4 of this Agreement, and (ii) shall not undertake any action materially inconsistent with the adoption and implementation of the Pre-Packaged Plan and the speedy confirmation thereof, including, without limitation, filing any motion to reject this Agreement.

(b)

Each of the Debtors agrees to provide prompt written notice to the Consenting Noteholders and the Consenting RBL Lenders between the date hereof and the Effective Date of the Pre-Packaged Plan of (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (A) any representation or warranty of the Debtors contained in this Agreement to be untrue or inaccurate in any material respect, (B) any covenant of the Debtors contained in this Agreement not to be satisfied in any material respect, or (C) any condition precedent contained in the Pre-Packaged Plan or this Agreement not to occur or become impossible to satisfy, (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the transactions contemplated by the Restructuring, (iii) receipt of any written notice from any governmental body that is material to the consummation of the transactions contemplated by the Restructuring, (iv) receipt of any written notice of any proceeding commenced or threatened against the Debtors that would otherwise affect in any material respect the transactions contemplated by the Restructuring, and (v) any failure of the Debtors to comply, in any material respect, with or satisfy any covenant, condition, or agreement to be complied with or satisfied by them hereunder as a condition precedent to the consummation of the transactions contemplated by the Restructuring.

(c)

The Debtors shall pay the reasonable and documented fees and expenses of: (i) the ad hoc committee of Noteholders (the “Ad Hoc Noteholder Committee”),⁷whether incurred before or after the Petition Date, limited to the reasonable and documented fees and expenses of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP (“Akin Gump”), as lead counsel, one local counsel and Intrepid Partners, LLC, as financial advisor (together, the “Consenting Noteholder Advisors”), in each case, after receipt of applicable invoices and in accordance with engagement letters of such professionals; and (ii) the RBL Agent, whether incurred before or after the Petition Date, limited to the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as lead counsel (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), one local counsel, and RPA Advisors, as financial advisor (together, the “RBL Agent Advisors”), in each case, after receipt of applicable invoices; provided that the timing of the payment of such fees and expenses incurred after the Petition Date shall be subject to the terms of the Cash Collateral Orders and/or the Pre-Packaged Plan; provided, further, that the Debtors shall also promptly reimburse each member of the Ad Hoc Noteholder Committee and each Consenting RBL Lender in cash for all reasonable and documented out-of-pocket costs or expenses (which expenses shall not include additional professionals’ fees without the prior written consent of the Debtors) incurred by such Ad Hoc Noteholder Committee member or such Consenting RBL Lender in connection with this Agreement or the Restructuring.

⁷

The “Ad Hoc Noteholder Committee” shall mean that certain ad hoc group of Noteholders represented by Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP.

(d)

The Debtors shall (i) operate the business of the Debtors in the ordinary course in a manner that is consistent with this Agreement and past practices, and use commercially reasonable efforts to preserve intact the Debtors’ business organization and relationships with third parties and employees, (ii) subject to applicable non-disclosure agreements and the terms thereof, keep the Consenting Noteholders and the Consenting RBL Lenders reasonably informed about the operations of the Debtors, (iii) subject to applicable non-disclosure agreements and the terms thereof, provide the Consenting Noteholders and the Consenting RBL Lenders any information reasonably requested regarding the Debtors and provide, and direct the Debtors’ employees, officers, advisors and other representatives to provide, to the Consenting Noteholder Advisors and the RBL Agent Advisors, (A) reasonable access during normal business hours to the Debtors’ books, records and facilities, and (B) reasonable access to the management and advisors of the Debtors for the purposes of evaluating the Debtors’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs; and (iv) promptly notify the Consenting Noteholders and the Consenting RBL Lenders of any governmental or third party complaints, litigations, investigations or hearings (or communications indicating that the same may be contemplated or threatened).

(a)

Except as otherwise expressly contemplated by this Agreement or the Pre-Packaged Plan, the Debtors agree (i) to prepare or cause to be prepared the applicable Restructuring Documents within the Debtors’ control (including all relevant motions, applications, orders, agreements and other documents), (ii) to provide draft copies of the Restructuring Documents within the Debtors’ control, and all other pleadings and documents the Debtors intend to file with the Bankruptcy Court, in each case, to Akin Gump and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as soon as reasonably practicable before such documents are to be filed with the Bankruptcy Court; provided that each such pleading or document shall be consistent in all material respect with, and shall otherwise contain, the terms and conditions set forth in this Agreement, the Restructuring Term Sheet, and the RBL Term Sheet, and such other terms and conditions as are reasonably acceptable to the Debtors, the Required Consenting Noteholders, and the Required Consenting RBL Lenders (subject to any limitations on the consent rights of the Consenting RBL Lenders as set forth in Section 3); and (iii) without limiting any approval rights set forth herein, consult in good faith with Akin Gump and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (as applicable) regarding the form and substance of any of the foregoing documents in advance of the filing, execution, distribution or use (as applicable) thereof.

(b)

Subject to the last paragraph of this Section 7 and Section 11(c) hereof, the Debtors shall (i) cease and cause to be terminated any ongoing solicitation, discussions and negotiations with respect to any alternative transaction other than the Restructuring set forth in this Agreement, (ii) not, directly or indirectly, seek, solicit, negotiate, support, engage in or initiate discussions relating to, or enter into any agreements relating to, any alternative transaction other than the Restructuring set forth in this Agreement, and (iii) not solicit or direct any Person (as defined below), including any of their representatives or members of the Debtors’ board of directors (or equivalent) or any direct or indirect holders of existing equity securities of EVEP, to undertake any of the foregoing. For purposes of this Agreement, “Person” shall mean an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group, a governmental or regulatory authority, or any legal entity or association.

(c)

The Debtors agree to file timely a formal objection to any motion filed with the Bankruptcy Court by any Person seeking the entry of an order (A) directing the appointment of an examiner or a trustee, (B) converting any Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases.

Notwithstanding anything to the contrary herein, but without limiting any termination event that might result hereunder, nothing in this Agreement shall require the directors, officers, or managers of any Debtor (in such person’s capacity as a director, officer, or manager of such Debtor) to take any action, or to refrain from taking any action, to the extent taking such action or refraining to take such action would be reasonably like to result in a breach of such director’s, officer’s, or manager’s fiduciary obligations under applicable law, as determined in good faith (after consultation with outside counsel).

8. Commitment of the EnerVest Parties. Each EnerVest Party (severally, and not jointly and severally) shall, from the RSA Effective Date until the occurrence of an RSA Termination Date or an EnerVest Termination Date (as defined below):

(a)

support and cooperate with the Debtors, the Consenting Noteholders, and the Consenting RBL Lenders to take all commercially reasonable actions necessary to consummate the Restructuring in accordance with the Pre-Packaged Plan and the terms and conditions of this Agreement, the Restructuring Term Sheet, and the RBL Term Sheet, including, if applicable: (i) timely voting all of its Claims against, or interests in the Debtors now or hereafter owned by such EnerVest Party to accept the Pre-Packaged Plan in accordance with the applicable procedures set forth in the Disclosure Statement and the Solicitation Materials upon receipt of Solicitation Materials; (ii) timely returning a duly-executed ballot in connection therewith; and (iii) supporting and not opting out of any releases under the Pre-Packaged Plan;

(b)

not withdraw, amend, or revoke (or cause to be withdrawn, amended, or revoked) its vote, if applicable, with respect to the Pre-Packaged Plan;

(c)

not object to, delay, impede, or take any other action to interfere with the acceptance or implementation of the Restructuring, including, without limitation, (i) initiating or joining any legal proceeding, objecting, directly or indirectly, to the Pre-Packaged Plan, (ii) negotiating or proposing, filing, supporting, or voting for any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, or restructuring of EVEP or any of its subsidiaries that is inconsistent with or that would be reasonably likely to prevent, delay, or impede the consummation of the Restructuring;

(d)

if applicable, (i) continue to satisfy, consistent with past practice, all obligations to the Debtors under the Existing Omnibus Agreement (as defined in the Restructuring Term Sheet) and any joint operating agreements and other operating agreements to which the Debtors and any EnerVest Party are a party and (ii) negotiate, in good faith, the terms of the New Omnibus Agreement and any modifications to the joint operating agreements and other operating agreements to which the Debtors and any EnerVest Party are a party; and

(e)

not take any other action that is materially inconsistent with its obligations under this Agreement.

Notwithstanding the foregoing, nothing in this Agreement and neither a vote to accept the Pre-Packaged Plan by any EnerVest Party nor the acceptance of the Pre-Packaged Plan by any EnerVest Party shall (x) be construed to prohibit any EnerVest Party from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as, from the RSA Effective Date until the occurrence of an RSA Termination Date or EnerVest Termination Date applicable to such EnerVest Party, such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of hindering, delaying, or preventing the consummation of the Restructuring, (y) affect the ability of any EnerVest Party to consult with any other EnerVest Party or the Debtors or (subject to all terms and conditions of any applicable confidentiality arrangements) the Consenting Noteholders and the Consenting RBL Lenders, provided that such consultation is not for the purpose of hindering, delaying, or preventing the consummation of the Restructuring or (z) impair or waive the rights of any EnerVest Party to assert or raise any objection permitted under this Agreement in connection with any hearing on confirmation of the Pre-Packaged Plan or in the Bankruptcy Court or prevent such EnerVest Party from enforcing this Agreement against the Debtors, the Consenting Noteholders, the Consenting RBL Lenders, or any other EnerVest Party.

9. Consenting Noteholder Termination Events. Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events, unless waived, in writing, by Required Consenting Noteholders on a prospective or retroactive basis (each, a “Noteholder Termination Event”):

(a)

the failure to meet any of the Milestones in Section 4 unless (i) such failure is the result of any act, omission, or delay on the part of any of the Required Consenting Noteholders seeking termination in violation of its obligations under this Agreement or (ii) such Milestone is extended in accordance with Section 4;

(b)

if the Bankruptcy Court enters an order (i) dismissing any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating to the Debtors, without the consent of the Required Consenting Noteholders;

(c)

the Debtors file, without the prior written consent of the Required Consenting Noteholders, any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appoint a trustee or examiner pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases;

(d)

upon the Debtors’ withdrawal, waiver, amendment or modification, or the filing of (or announced intention to file) a pleading seeking to withdraw, waive, amend or modify any of the Restructuring Documents, including motions, notices, exhibits, appendices and orders, in a manner not reasonably acceptable in form and substance to the Required Consenting Noteholders;

(e)

the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Restructuring Term Sheet, the RBL Term Sheet, or the Pre-Packaged Plan; provided that the Debtors shall have ten (10) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement and the Pre-Packaged Plan, and (ii) is acceptable to the Required Consenting Noteholders;

(f)

a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement that could reasonably be expected to delay, prevent, or hinder, other than in a de minimis manner, the Restructuring or the consummation of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the Debtors of written notice of such breach;

(g)

the occurrence of a “Default” or an “Event of Default” under the Indenture, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 Cases;

(h)

any Debtor terminates its obligations under and in accordance with this Agreement;

(i)

the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein;

(j)

an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any of the Debtors or that would materially and adversely affect the Debtors’ ability to operate its businesses in the ordinary course;

(k)

a failure by the Debtors to pay the fees and expenses of the Consenting Noteholder Advisors consistent with Section 6(c) of this Agreement;

(l)

other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ assets, under any federal, state or foreign bankruptcy, insolvency, administrative, receivership or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of 30 days after the filing thereof);

(m)

if any of the Debtors (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, except as provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to the Chapter 11 Cases as described above, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing;

(n)

a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach;

(o)

the occurrence of an EnerVest Termination Date; or

(p)

the occurrence of any other material breach of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breach.

10. Consenting RBL Lender Termination Events. Required Consenting RBL Lenders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting RBL Lenders under this Agreement upon the occurrence of any of the following events, unless waived, in writing, by Required Consenting RBL Lenders on a prospective or retroactive basis (each, an “RBL Termination Event”):

(a)

the failure to meet any of the Milestones in Section 4 unless (i) such failure is the result of any act, omission, or delay on the part of any of the Required Consenting RBL Lender seeking termination in violation of its obligations under this Agreement or (ii) such Milestone is extended in accordance with Section 4;

(b)

(c)

the Debtors file, without the prior written consent of the Required Consenting RBL Lenders, any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appoint a trustee or examiner pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases;

(d)

upon the Debtors’ withdrawal, waiver, amendment or modification, or the filing of (or announced intention to file) a pleading seeking to withdraw, waive, amend or modify any of the Restructuring Documents identified in Sections 3(a)–(f) herein or Sections (k) and (l) herein (to the extent such Restructuring Documents identified in (k) or (l) have a material impact on the RBL Lenders) in a manner not reasonably acceptable in form and substance to the Required Consenting RBL Lenders; provided that, notwithstanding anything to the contrary in this Agreement, each Consenting RBL Lender may terminate this Agreement as to itself under this clause (d) if any of the foregoing Restructuring Documents, or this Agreement, the RBL Term Sheet or Restructuring Term Sheet, are amended or modified without the consent of such Consenting RBL Lender and such amendment or modification (x) adversely affects such Consenting RBL Lender’s treatment as contemplated in the Restructuring Term Sheet or the RBL Term Sheet, each as in effect on the RSA Effective Date, or (y) changes in an adverse manner the pro forma capital structure of the Reorganized Debtors as set forth in the Restructuring Term Sheet as in effect on the RSA Effective Date (other than as permitted by the RBL Term Sheet as in effect on the RSA Effective Date);

(e)

(f)

(g)

the occurrence of a “Default” or an “Event of Default” under the Credit Agreement, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 Cases;

(h)

any Debtor terminates its obligations under and in accordance with this Agreement;

(i)

the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein; provided that, notwithstanding anything to the contrary in this Agreement, each Consenting RBL Lender may terminate this Agreement as to itself under this clause (i) if such plan or asset sale (x) adversely affects such Consenting RBL Lender’s treatment as contemplated in the Restructuring Term Sheet or the RBL Term Sheet, each as in effect on the RSA Effective Date, or (y) changes in an adverse manner the pro forma capital structure of the Reorganized Debtors as set forth in the Restructuring Term Sheet as in effect on the RSA Effective Date (other than as permitted by the RBL Term Sheet as in effect on the RSA Effective Date);

(j)

(k)

a failure by the Debtors to pay the fees and expenses of the RBL Agent Advisors consistent with Section 7(c) of this Agreement;

(l)

(m)

(n)

a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt of the EnerVest Party of written notice of such breach;

(o)

the occurrence of an EnerVest Termination Date;

(p)

(q)

either of the Cash Collateral Orders is reversed, stayed, vacated or modified without the consent of the Required Consenting RBL Lenders or the consensual use of cash collateral thereunder is terminated.

11. The Debtors’ Termination Events. Each Debtor may, upon written notice to the Consenting Noteholders, the Consenting RBL Lenders, and the EnerVest Parties, terminate its obligations under this Agreement upon the occurrence of any of the following events (each a “Debtor Termination Event”), unless waived, in writing, on a prospective or retroactive basis:

(a)

a material breach by one or more Consenting Noteholders of any representation, warranty, or covenant set forth in this Agreement that could reasonably be expected to have a material adverse impact on the Restructuring or the consummation of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by such Consenting Noteholders of notice and description of such breach; provided that the foregoing shall not be a Debtor Termination Event if non-breaching Consenting Noteholders hold, in the aggregate, at least 66.667% in principal amount outstanding of the Notes Claims;

(b)

a material breach by one or more Consenting RBL Lenders of any representation, warranty, or covenant set forth in this Agreement that could reasonably be expected to have a material adverse impact on the Restructuring or the consummation of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by such Consenting RBL Lenders of notice and description of such breach; provided that the foregoing shall not be a Debtor Termination Event if non-breaching Consenting RBL Lenders hold, in the aggregate, at least 66.667% in principal amount outstanding of the RBL Claims;

(c)

upon notice to the Consenting Noteholders and the Consenting RBL Lenders, if the board of directors or board of managers, as applicable, of a Debtor determines in good faith, after receiving advice from counsel, that proceeding with the Restructuring (including, without limitation, the Pre-Packaged Plan or solicitation of the Pre-Packaged Plan) would be inconsistent with the exercise of its fiduciary duties; or

(d)

the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Restructuring; provided that the Debtors have made commercially reasonable, good faith efforts to cure, vacate, or have overruled such ruling or order prior to terminating this Agreement

12. EnerVest Parties Termination Event. Each EnerVest Party may, upon written notice to the Debtors, the Consenting Noteholders, and the Consenting RBL Lenders, terminate its obligations under this Agreement upon the occurrence of (a) a material breach by Consenting Noteholders constituting a majority of the total Notes Claims held by the Consenting Noteholders or (b) a material breach by Consenting RBL Lenders constituting a majority of the total RBL Claims held by the Consenting RBL Lenders, of any representation, warranty, or covenant set forth in this Agreement that could reasonably be expected to have a material adverse impact on the Restructuring or the consummation of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by such Consenting Noteholders of notice and description of such breach.

13. Mutual Termination; Automatic Termination. This Agreement and the obligations of all Parties hereunder may be terminated by mutual written agreement by and among EVEP, on behalf of itself and each other Debtor, the EnerVest Parties, the Required Consenting RBL Lenders, and the Required Consenting Noteholders. Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate automatically upon the occurrence of the Effective Date.

14.

Effect of Termination.

(a)

The earliest date on which termination of this Agreement as to a Party is effective in accordance with Section 9, 10, 11, or 13 of this Agreement shall be referred to, with respect to such Party, as an “RSA Termination Date.” Upon the occurrence of an RSA Termination Date, all Parties’ obligations under this Agreement (except any obligations that survive termination pursuant to Section 19) shall be terminated effective immediately, and all such Parties hereto shall be released from all commitments, undertakings, and agreements hereunder, and any vote in favor of the Pre-Packaged Plan delivered by such Parties shall be immediately revoked and deemed void ab initio; provided any claim for breach of this Agreement that occurs prior to such RSA Termination Date shall survive such termination, and all rights and remedies with respect to such claims shall not be prejudiced in any way; provided further, that a termination of this Agreement by one or more Consenting RBL Lenders pursuant to the provisos of clauses (d) or (i) of Section 10 shall not terminate this Agreement as to all other non-terminating Parties. For the avoidance of doubt, the automatic stay arising pursuant to Bankruptcy Code section 362 shall be deemed waived or modified for purposes of providing notice or exercising rights hereunder.

(b)

The date on which termination of this Agreement as to an EnerVest Party is effective in accordance with Section 12 of this Agreement shall be referred to, with respect to such Party, as an “EnerVest Termination Date.” Except as otherwise provided herein, upon the occurrence of an EnerVest Termination Date, the obligations of only the EnerVest Party that exercised its termination right in accordance with Section 12 shall be terminated effectively immediately (except any obligations that survive termination pursuant to Section 19), and only such Party hereto shall be released from all commitments, undertakings, and agreements hereunder, and, if applicable, any vote in favor of the Pre-Packaged Plan delivered by such Party shall be immediately revoked and deemed void ab initio; provided that any claim for breach of this Agreement that occurs prior to such EnerVest Termination Date shall survive termination, and all rights and remedies with respect to such claims shall not be prejudiced in any way.

15.

Transfers of Claims and Interests.

(a)

During the period beginning on the RSA Effective Date and ending on the RSA Termination Date, each Consenting Noteholder, each Consenting RBL Lender, and each EnerVest Party agrees not to (i) sell, transfer, hypothecate, assign, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Consenting Noteholder’s, the Consenting RBL Lender’s, or EnerVest Party’s claims against, or interests in, any Debtor, as applicable, in whole or in part, or (ii) deposit any of such Consenting Noteholder’s, Consenting RBL Lender’s, or EnerVest Party’s claims against or interests in any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Consenting Noteholder, the Consenting RBL Lender, or EnerVest Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (x) another Consenting Noteholder, Consenting RBL Lender, or EnerVest Party, (y) solely with respect to any Consenting Noteholder (other than JPMorgan Chase Bank, N.A. and any of its affiliates to the extent they become Consenting Noteholders hereunder), a transferee that as of the date of such Transfer, the Transferor controls, is controlled by or is under common control with such Transferor, or an affiliate, affiliated fund or affiliated entity with a common investment advisor, provided that such transferee under this clause (y) shall be deemed to be bound by the terms of this Agreement without any further action on the part of such transferee or Transferor other than that notice of any such Transfer shall be provided to EVEP, counsel to the Consenting Noteholders, counsel to the Consenting RBL Lenders, and counsel to the EnerVest Parties or (z) any other entity (including, for the avoidance of doubt, an entity controlled by or under common control with, and any affiliate, affiliated fund or affiliated entity of, a Consenting RBL Lender) that first agrees in writing to be bound by the terms of this Agreement by executing and delivering to EVEP, counsel to the Consenting Noteholders, counsel to the RBL Agent, and counsel to the EnerVest Parties, a Transferee Joinder substantially in the form attached hereto as Exhibit C (the “Transferee Joinder”) no later than 2 business days prior to the consummation of such Transfer. With respect to claims against or interests in a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Noteholder, Consenting RBL Lender, or EnerVest Party, as applicable, set forth in this Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement to the extent of such transferred rights and obligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 15 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors, any Consenting Noteholder, and Consenting RBL Lender, and/or any EnerVest Party, and shall not create any obligation or liability of any Debtor, any other Consenting Noteholder, Consenting RBL Lender, or any EnerVest Party to the purported transferee.

(b)

Notwithstanding Sub-Clause (a) of this Section 15, (i) an entity that is acting in its capacity as a Qualified Marketmaker (as defined below) shall not be required to be or become a Consenting Noteholder or Consenting RBL Lender, or otherwise bound to this Agreement, in order to effect any Transfer (by purchase, sale, assignment, participation, or otherwise) of any claim against, or interest in, any Debtor, as applicable, by a Consenting Noteholder, Consenting RBL Lender or EnerVest Party to a transferee; provided that the transferee of the Qualified Marketmaker of such claims against, or interest in, any Debtor shall satisfy clauses (x), (y) or (z) of Sub-Clause (a) of this Section 15; and (ii) to the extent that a Consenting Noteholder, or Consenting RBL Lender, acting in its capacity as a Qualified Marketmaker, acquires any claim against, or interest in, any Debtor from a holder of such claim or interest who is not a Consenting Noteholder, Consenting RBL Lender or an EnerVest Party, it may Transfer (by purchase, sale, assignment, participation, or otherwise) such claim or interest without the requirement that the transferee be or become a Consenting Noteholder or Consenting RBL Lender in accordance with this Section 15. For purposes of this Sub-Clause (b), a “Qualified Marketmaker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against, or interests in, the Debtors (including debt securities or other debt) or enter with customers into long and short positions in claims against, or interests in, the Debtors (including debt securities or other debt), in its capacity as a dealer or market maker in such claims against, or interests in, the Debtors, and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

16. Further Acquisition of Claims or Interests. Except as set forth in Section 15, nothing in this Agreement shall be construed as precluding any Consenting Noteholder, any Consenting RBL Lender, or any EnerVest Party or any of their respective affiliates from acquiring additional Notes Claims, RBL Claims, Existing Equity Interests (as defined in the Restructuring Term Sheet), or interests in the instruments underlying the Notes Claims, RBL Claims, or Existing Equity Interests; provided that, subject to the last paragraph of Section 6 and Section 15(b), any additional Notes Claims, RBL Claims, Existing Equity Interests, or interests in the underlying instruments acquired by any Consenting Noteholder or Consenting RBL Lender and with respect to which such Consenting Noteholder or Consenting RBL Lender is the legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind any claims or interests held by it shall automatically be subject to the terms and conditions of this Agreement. Upon any such further acquisition, such Consenting Noteholder or Consenting RBL Lender shall promptly notify EVEP, counsel to the Consenting Noteholders, and counsel to the RBL Agent.

17. Acknowledgments. Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Pre-Packaged Plan. The acceptance of the Pre-Packaged Plan by each of the Consenting Noteholders and Consenting RBL Lenders will not be solicited until such Parties have received the Disclosure Statement and related ballots in accordance with applicable law, and will be subject to Bankruptcy Code sections 1125, 1126 and 1127.

18. Representations and Warranties.

(a)

Each Consenting Noteholder and Consenting RBL Lender hereby represents and warrants to the Debtors and not any other Party, on a several (and not joint and several) basis, for itself and not any other person or entity that the following statements are true, correct, and complete as of the date hereof:

(i)

it has the requisite organizational power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement;

(ii)

the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other organizational action on its part;

(iii)

the execution, delivery and performance by it of this Agreement does not violate any provision of law, rule, or regulation applicable to it, or its certificate of incorporation, or bylaws, or other organizational documents;

(iv)

it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), with sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement and to consult with its legal and financial advisors with respect to its investment decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement;

(v)

it (A) either (1) is the sole legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind the claims and interests identified below its name on its signature page hereof and in the amounts set forth therein, or (2) has all necessary investment or voting discretion with respect to the principal amount of claims and interests identified below its name on its signature page hereof, and has the power and authority to bind the owner(s) of such claims and interests to the terms of this Agreement and (B) subject to the last paragraph of Section 6, does not directly own any Notes Claims, RBL Claims, or Existing Equity Interests, other than as identified below its name on its signature page hereof; and

(vi)

to the best of its knowledge (without requiring any diligence or further investigation), it has no agreement, understanding, or other arrangement (whether oral, written, or otherwise) with any other Consenting Noteholder or Consenting RBL Lender regarding the transfer or sale of all or a material portion of the Debtors’ assets to any party whatsoever.

(b)

Each Debtor hereby represents and warrants on a joint and several basis (and not any other person or entity other than the Debtors) that the following statements are true, correct, and complete as of the date hereof:

(i)

it has the requisite corporate or other organizational power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement;

(ii)

the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other organizational action on its part, including approval of each of the independent director(s) or manager(s), as applicable, of each of the corporate entities that comprise the Debtors;

(iii)

the execution and delivery by it of this Agreement does not (A) violate its certificates of incorporation, or bylaws, or other organizational documents, or those of any of its affiliates, or (B) result in a breach of, or constitute (with due notice or lapse of time or both) a default (other than, for the avoidance of doubt, a breach or default that would be triggered as a result of the Chapter 11 Cases or any Debtor’s undertaking to implement the Restructuring through the Chapter 11 Cases) under any material contractual obligation to which it or any of its affiliates is a party;

(iv)

the execution and delivery by it of this Agreement does not require any registration or filing with, the consent or approval of, notice to, or any other action with any federal, state, or other governmental authority or regulatory body, other than, for the avoidance of doubt, the actions with governmental authorities or regulatory bodies required in connection with implementation of the Restructuring ;

(v)

(A) the offer and sale of the New Equity Interests has not been, and will not be, registered under the Securities Act and (B) the offering and issuance of the New Equity Interests is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder or pursuant to Bankruptcy Code section 1145;

(vi)

subject to the provisions of Bankruptcy Code sections 1125 and 1126 and, to the extent applicable, approval by the Bankruptcy Court, this Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally, or by equitable principles relating to enforceability;

(vii)

it has sufficient knowledge and experience to evaluate properly the terms and conditions of the Pre-Packaged Plan and this Agreement, and has been afforded the opportunity to consult with its legal and financial advisors with respect to its decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement and otherwise investigated this matter to its full satisfaction; and

(viii)

all entities owned and controlled by EnerVest that directly hold Existing Equity Interests are party to this Agreement.

(c)

Each EnerVest Party hereby represents and warrants on a several (and not joint and several) basis (for itself and not for any other person or entity) that the following statements are true, correct, and complete as of the date hereof:

(i)

(ii)

the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other organizational action on its part;

(iii)

(iv)

(v)

all entities owned and controlled by EnerVest that directly hold Existing Equity Interests are party to this Agreement.

19. Survival of Agreement. Each of the Parties acknowledges and agrees that this Agreement is being executed in connection with negotiations concerning a possible financial restructuring of the Debtors and in contemplation of possible chapter 11 filings by the Debtors and the rights granted in this Agreement are enforceable by each signatory hereto without approval of any court, including the Bankruptcy Court. Further, notwithstanding the termination of the Agreement in accordance with its terms, the agreements and obligations of the Parties set forth in Sections 7(c) (with respect to the Debtors’ obligations accrued up to an including the RSA Termination Date), 14, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 30(b), 31, 32, 33 and 34 shall survive such termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof.

20. Settlement Discussions. The Parties acknowledge that this Agreement, the Pre-Packaged Plan, and all negotiations relating hereto are part of a proposed settlement of matters that could otherwise be the subject of litigation. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, the Restructuring Term Sheet, the RBL Term Sheet, this Agreement, the Pre-Packaged Plan, any related documents, and all negotiations relating thereto shall not be admissible into evidence in any proceeding, or used by any party for any reason whatsoever, including in any proceeding, other than a proceeding to enforce its terms.

21. Relationship Among Parties. Notwithstanding anything herein to the contrary:

(a)

the duties and obligations of the Consenting Noteholders under this Agreement shall be several, not joint and several. None of the Consenting Noteholders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, any other Noteholder, any RBL Lender, the Debtors, or any of the Debtors’ creditors or other stakeholders, and there are no commitments among or between the Consenting Noteholders. It is understood and agreed that any Consenting Noteholder may trade in any debt or equity securities of the Debtors without the consent of the Debtors or any other Consenting Noteholder, subject to applicable securities laws and Sections 15 and 16 of this Agreement. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement; and

(b)

the duties and obligations of the Consenting RBL Lenders under this Agreement shall be several, not joint and several. None of the Consenting RBL Lenders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, any other RBL Lender, any Noteholder, the Debtors, or any of the Debtors’ creditors or other stakeholders, and there are no commitments among or between the Consenting RBL Lenders. It is understood and agreed that any Consenting RBL Lender may trade in any debt or equity securities of the Debtors without the consent of the Debtors or any other Consenting RBL Lender, subject to applicable securities laws and Sections 15 and 16 of this Agreement. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement.

22. Specific Performance. It is understood and agreed by the Parties that money damages may be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy of any such breach of this Agreement, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

23. Governing Law & Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each Party irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter arising under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, may be brought in state or federal court of competent jurisdiction in New York County, State of New York, and by executing and delivering this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to New York jurisdiction, if the Chapter 11 Cases are commenced, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. By executing and delivering this Agreement, and upon commencement of the Chapter 11 Cases, each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the Bankruptcy Court solely for purposes of any action, suit, proceeding, or other contested matter arising out of or relating to this Agreement, or for recognition or enforcement of any judgment rendered or order entered in any such action, suit, proceeding, or other contested matter.

24. Waiver of Right to Trial by Jury. Each of the Parties waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort or otherwise, between any of the Parties arising out of, connected with, relating to, or incidental to the relationship established between any of them in connection with this Agreement. Instead, any disputes resolved in court shall be resolved in a bench trial without a jury.

25. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement is intended to bind and inure to the benefit of each of the Parties and each of their respective permitted successors, assigns, heirs, executors, administrators, and representatives.

26. No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary of this Agreement.

27. Notices. All notices (including, without limitation, any notice of termination or breach) and other communications from any Party hereunder shall be in writing and shall be deemed to have been duly given if personally delivered by courier service, messenger, email, or facsimile to the other Parties at the applicable addresses below, or such other addresses as may be furnished hereafter by notice in writing. Any notice of termination or breach shall be delivered to all other Parties.

(a)

If to any Debtor:

EV Energy Partners, L.P.

Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

With a copy to:

▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP

Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, P.C., ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP

Attn: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

(b)

If to any EnerVest Party:

EnerVest, Ltd.

Attn.: J. ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

(c)

If to the Consenting Noteholders:

Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP

Attn: ▇▇▇▇▇▇ Dublin, ▇▇▇▇▇ ▇▇▇▇▇

Bank of America Tower

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

(d)

If to the Consenting RBL Lenders:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

Attn: ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

28. Entire Agreement. This Agreement (including the Exhibits and Schedules) constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, and understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreement.

29. Amendments. Except as otherwise provided herein, this Agreement may not be modified, amended, or supplemented without the prior written consent of the Debtors, the Required Consenting Noteholders, and the Required Consenting RBL Lenders; provided that any modification, amendment or supplement that adversely impacts the treatment or rights of any Consenting Noteholder or Consenting RBL Lender, as applicable, differently than any other Consenting Noteholder or Consenting RBL Lender shall require the consent of such adversely impacted Consenting Noteholder or Consenting RBL Lender, as applicable, in order for such modification, amendment or supplement to be effective; provided, further, that any modification, amendment or supplement that directly and adversely impacts the rights of any EnerVest Party shall require the consent of such adversely impacted EnerVest Party in order for such modification, amendment, or supplement to be effective.

30. Reservation of Rights.

(a)

Except as expressly provided in this Agreement, the Restructuring Term Sheet, or the RBL Term Sheet, including Section 5(a) of this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of any Party to protect and preserve its rights, remedies and interests, including without limitation, its claims against any of the other Parties.

(b)

Without limiting Sub-Clause (a) of this Section 30 in any way, if the Pre-Packaged Plan is not consummated in the manner set forth, and on the timeline set forth, in this Agreement, the RBL Term Sheet, and Restructuring Term Sheet, or if this Agreement is terminated for any reason, nothing shall be construed herein as a waiver by any Party of any or all of such Party’s rights, remedies, claims, and defenses and the Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. The Restructuring Term Sheet, the RBL Term Sheet, this Agreement, the Pre-Packaged Plan, and any related document shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

31. Counterparts. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument, and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

32. Public Disclosure. This Agreement, as well as its terms, its existence, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof, and the Debtors shall not use the name of any Consenting Noteholder or Consenting RBL Lender, or the holdings information for any Consenting Noteholder or any Consenting RBL Lender, in any press release without such Consenting Noteholder’s or Consenting RBL Lender’s prior written consent; provided that, after the RSA Effective Date, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the transaction contemplated herein without the express written consent of the other Parties but may not disclose, and shall redact, the holdings information of every Party to this Agreement as of the date hereof and at any time hereafter. In addition, no Party to this Agreement may disclose the holdings information of any Party to this Agreement to any person except as may be compelled by a court of competent jurisdiction, except that the Debtors shall be permitted to disclose the aggregate principal amount, and aggregate percentage of, the holdings information held by the Parties collectively. The Debtors take no position with regard to whether such information may be material non-public information, but may not disclose such information other than on a confidential basis or as may be ordered by the Bankruptcy Court.

33. Headings. The section headings of this Agreement are for convenience of reference only and shall not, for any purpose, be deemed a part of this Agreement.

34. Interpretation. This Agreement is the product of negotiations among the Parties, and the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement or any portion hereof, shall not be effective in regard to the interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Any reference to “business day” means any day, other than a Saturday, a Sunday or any other day on which banks located in New York, New York are closed for business as a result of federal, state or local holiday and any other reference to day means a calendar day.

[Signatures and exhibits follow]

	DEBTORS:

	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/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	EV ENERGY FINANCE CORP.

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	EV PROPERTIES GP, LLC

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	ENERVEST PRODUCTION PARTNERS, LTD.
	By:	EVPP GP, LLC,
		its general partner

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	CGAS PROPERTIES, L.P.
	By:	EVCG GP, LLC,
		its general partner

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

[Signature page to Restructuring Support Agreement]

	EVPP GP, LLC
	EVCG GP, LLC

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	ENERVEST MONROE MARKETING, LTD.
	ENERVEST MONROE GATHERING, LTD.
	By:	EVPP GP, LLC,
		its general partner

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	EV PROPERTIES, L.P.
	By:	EV Properties GP, LLC,
		its general partner

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	EV ENERGY GP, L.P.
	By:	EV Management, L.L.C.,
		its general partner

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

[Signature page to Restructuring Support Agreement]

	EV MANAGEMENT, L.L.C.

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	ENERVEST MESA, LLC

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

	BLAKE & ▇▇▇▇▇▇, LLC

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Vice President and Chief Financial Officer

[Signature page to Restructuring Support Agreement]

	CONSENTING NOTEHOLDER

	FINEPOINT CAPITAL PARTNERS I, LP

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	General Counsel/CCO

[Signature page to Restructuring Support Agreement]

	CONSENTING NOTEHOLDER

	FINEPOINT CAPITAL PARTNERS II, LP

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	General Counsel/CCO

[Signature page to Restructuring Support Agreement]

	CONSENTING NOTEHOLDER

	FSEP Term Funding LLC
	By:	FS Energy and Power Fund, as its Sole Member
	By:	FS Investment Advisor, LLC, its Investment Adviser

	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Chief Credit Officer

[Signature page to Restructuring Support Agreement]

	CONSENTING NOTEHOLDER

	Berwyn Funding LLC
	By:	FS Energy and Power Fund, as its Sole Member
	By:	FS Investment Advisor, LLC, its Investment Adviser

	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Chief Credit Officer

[Signature page to Restructuring Support Agreement]

	CONSENTING NOTEHOLDER

	Race Street Funding LLC
	By:	FS Investment Corporation, as its Sole Member
	By:	FB Income Advisor, LLC, its Investment Adviser

	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Chief Credit Officer

[Signature page to Restructuring Support Agreement]

	CONSENTING NOTEHOLDER

	▇▇▇▇▇ Creek LLC
	By:	FS Investment Corporation II, as its Sole Member
	By:	FSIC II Advisor, LLC, its Investment Adviser

	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Chief Credit Officer