COMMON
      UNIT PURCHASE AGREEMENT

     

    BY
      AND AMONG

     

    EV
      ENERGY PARTNERS, L.P.

     

    AND

     

    THE
      PURCHASERS NAMED HEREIN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    COMMON
      UNIT PURCHASE AGREEMENT

     

    This
      COMMON UNIT PURCHASE AGREEMENT, dated as of February 27, 2007 (this
“Agreement”),
      is by
      and among EV Energy Partners, L.P., a Delaware limited partnership (the
“Company”),
      and
      each of the
      Purchasers named in Schedule
      2.01 (each,
      a
“Purchaser”
and,
      collectively, the “Purchasers”).

     

    WHEREAS,
      the Company desires to sell an aggregate of approximately $98,000,000 of Common
      Units to the Purchasers, and the Purchasers desire to purchase an aggregate
      of
      approximately $98,000,000 of Common Units from the Company, each in accordance
      with the provisions of this Agreement; and

     

    WHEREAS,
      the Company has agreed to provide the Purchasers with certain registration
      rights with respect to the Purchased Common Units acquired pursuant to this
      Agreement.

     

    NOW
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein and for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and each of the Purchasers, severally
      and not jointly, hereby agree as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.01. Definitions.
      As used
      in this Agreement, and unless the context requires a different meaning, the
      following terms have the meanings indicated:

     

    “8-K
      Filing”
shall
      have the meaning specified in Section 5.04.

     

    “Action”
against
      a Person means any lawsuit, action, proceeding, investigation or complaint
      before any Governmental Authority, mediator or arbitrator.

     

    “Affiliate”
means,
      with respect to a specified Person, any other Person, whether now in existence
      or hereafter created, directly or indirectly controlling, controlled by or
      under
      direct or indirect common control with such specified Person. For purposes
      of
      this definition, “control” (including, with correlative meanings, “controlling”,
“controlled by” and “under common control with”) means the power to direct or
      cause the direction of the management and policies of such Person, directly
      or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise.

     

    “Agreement”
shall
      have the meaning specified in the introductory paragraph.

     

    “Basic
      Documents”
means,
      collectively, this Agreement, the Registration Rights Agreement and any and
      all
      other agreements or instruments executed and delivered by the Parties to
      evidence the execution, delivery and performance of this Agreement, and any
      amendments, supplements, continuations or modifications thereto.

     

    “Business
      Day”
means
      any day other than a Saturday, a Sunday or a legal holiday for commercial banks
      in New York, New York.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Buy-In”
shall
      have the meaning specified in Section 8.08.

     

    “Buy-In
      Price”
shall
      have the meaning specified in Section 8.08.

     

    “Closing”
shall
      have the meaning specified in Section 2.02.

     

    “Closing
      Date”
shall
      have the meaning specified in Section 2.02.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time.

     

    “Commission”
means
      the United States Securities and Exchange Commission.

     

    “Commitment
      Amount”
means
      the dollar amount set forth opposite each Purchaser’s name on Schedule
      2.01.

     

    “Common
      Unit Price”
shall
      have the meaning specified in Section 2.01(b).

     

    “Common
      Units”
means
      the Common Units of the Company representing equity interests
      therein.

     

    “Company”
shall
      have the meaning specified in the introductory paragraph.

     

    “Company
      Financial Statements”
shall
      have the meaning specified in Section 3.03.

     

    “Company
      Material Adverse Effect”
means
      any material and adverse effect on (i) the assets, liabilities, financial
      condition, business, operations, prospects or affairs of the Company and its
      Subsidiaries, taken as a whole, measured against those assets, liabilities,
      financial condition, business, operations, prospects or affairs reflected in
      the
      Company SEC Documents, other than those occurring as a result of general
      economic or financial conditions or any other developments that are not unique
      to and do not have a material disproportionate impact on the Company and its
      Subsidiaries but also affect other Persons who participate in or are engaged
      in
      the lines of business in which the Company and its Subsidiaries participate
      or
      are engaged, (ii) the ability of the Company and its Subsidiaries, taken as
      a
      whole, to carry out their business as of the date of this Agreement or to meet
      their obligations under the Basic Documents on a timely basis or (iii) the
      ability of the Company to consummate the transactions under any Basic
      Document.

     

    “Company
      Organizational Document”
means,
      collectively, the Certificate of Limited Partnership filed by the Company with
      the Secretary of State of the State of Delaware and the Partnership
      Agreement.

     

    “Company
      Organizational Law”
means
      the Delaware Revised Uniform Limited Partnership Act.

     

    “Company
      SEC Documents”
shall
      have the meaning specified in Section 3.03.

     

    “Equity
      Interests”
means,
      collectively, the Common Units, the Subordinated Units, the General Partner
      Interest and the Incentive Distribution Rights.

     

    
      
        
        

      

      
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    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended from time to time, and the
      rules
      and regulations of the Commission promulgated thereunder.

     

    “GAAP”
means
      generally accepted accounting principles in the United States of America in
      effect from time to time.

     

    “General
      Partner”
shall
      have the meaning specified in the Partnership Agreement.

     

    “General
      Partner Interest”
shall
      have the meaning specified in the Partnership Agreement.

     

    “Governing
      Body”
means
      the General Partner of the Company.

     

    “Governmental
      Authority”
shall
      include the country, state, county, city and political subdivisions in which
      any
      Person or such Person’s Property is located or that exercises valid jurisdiction
      over any such Person or such Person’s Property, and any court, agency,
      department, commission, board, bureau or instrumentality of any of them and
      any
      monetary authorities that exercise valid jurisdiction over any such Person
      or
      such Person’s Property. Unless otherwise specified, all references to
      Governmental Authority herein shall mean a Governmental Authority having
      jurisdiction over, where applicable, the Company, its Subsidiaries or any of
      their Property or any of the Purchasers.

     

    “Incentive
      Distribution Rights”
shall
      have the meaning specified in the Partnership Agreement.

     

    “Indemnified
      Party”
shall
      have the meaning specified in Section 7.01.

     

    “Indemnifying
      Party”
shall
      have the meaning specified in Section 7.02.

     

    “Law”
means
      any federal, state, local or foreign order, writ, injunction, judgment,
      settlement, award, decree, statute, law, rule or regulation.

     

    “Lien”
means
      any interest in Property securing an obligation owed to, or a claim by, a Person
      other than the owner of the Property, whether such interest is based on the
      common law, statute or contract, and whether such obligation or claim is fixed
      or contingent, and including the lien or security interest arising from a
      mortgage, encumbrance, pledge, security agreement, conditional sale or trust
      receipt or a lease, consignment or bailment for security purposes.

     

    “Lock-Up
      Date”
means
      the earlier of (i) 90 days from the Closing Date or (ii) the date that a
      registration statement under the Securities Act to permit resale of the
      Purchased Common Units is declared effective by the Commission.

     

    “Partnership
      Agreement”
means
      the First Amended and Restated Agreement of Limited Partnership of the Company
      dated as of September 29, 2006.

     

    “Party”
or
      “Parties”
means
      the Company and the Purchasers, individually or collectively, as the case may
      be.

     

    
      
        
        

      

      
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    “Person”
means
      any individual, corporation, company, voluntary association, partnership, joint
      venture, trust, limited liability company, unincorporated organization or
      government or any agency, instrumentality or political subdivision thereof,
      or
      any other form of entity.

     

    “Property”
means
      any interest in any kind of property or asset, whether real, personal or mixed,
      or tangible or intangible.

     

    “Purchase
      Price”
means
      the aggregate of each Purchaser’s Commitment Amount.

     

    “Purchased
      Common Units”
means
      the Common Units to be issued and sold to the Purchasers pursuant to this
      Agreement.

     

    “Purchaser”
shall
      have the meaning specified in the introductory paragraph.

     

    “Purchaser
      Material Adverse Effect”
means
      any material and adverse effect on (i) the ability of a Purchaser to meet its
      obligations under the Basic Documents on a timely basis or (ii) the ability
      of a
      Purchaser to consummate the transactions under any Basic Document.

     

    “Purchasers”
shall
      have the meaning specified in the introductory paragraph.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, substantially in the form of Exhibit
      B,
      to be
      entered into at the Closing, among the Company and the Purchasers.

     

    “Representatives”
of
      any
      Person means the Affiliates, control persons, officers, directors, managers,
      employees, agents, counsel, investment bankers and other representatives of
      such
      Person.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended from time to time, and the rules and
      regulations of the Commission promulgated thereunder.

     

    “Stock
      Exchange”
means
      The Nasdaq Global Market.

     

    “Subordinated
      Units”
shall
      have the meaning specified in the Partnership Agreement.

     

    “Subsidiary”
means,
      as to any Person, (i) any corporation or other entity of which a majority of
      the
      outstanding equity interest having by the terms thereof ordinary voting power
      to
      elect a majority of the board of directors of such corporation or other entity
      (irrespective of whether or not at the time any equity interest of any other
      class or classes of such corporation or other entity shall have or might have
      voting power by reason of the happening of any contingency) is at the time
      directly or indirectly owned or controlled by such Person or one or more of
      its
      Subsidiaries or (ii) any limited partnership in which such Person and its
      Subsidiaries own equity interests entitling at a given time such Person and
      its
      Subsidiaries to a majority of the distributions of such limited partnership
      if
      such limited partnership were to be liquidated at such time.

     

    “Unitholders”
shall
      have the meaning specified in the Partnership Agreement.

     

    
      
        
        

      

      
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    Section
      1.02. Accounting
      Procedures and Interpretation.
      Unless
      otherwise specified in this Agreement, all accounting terms used herein shall
      be
      interpreted, all determinations with respect to accounting matters under this
      Agreement shall be made, and all financial statements and certificates and
      reports as to financial matters required to be furnished to the Purchasers
      under
      this Agreement shall be prepared, in accordance with GAAP applied on a
      consistent basis during the periods involved (except, in the case of unaudited
      statements, as permitted by Form 10-Q promulgated by the Commission) and in
      compliance as to form in all material respects with applicable accounting
      requirements and with the published rules and regulations of the Commission
      with
      respect thereto.

     

    ARTICLE
      II

    SALE
      AND PURCHASE

     

    Section
      2.01. Sale
      and Purchase.
      Subject
      to the terms and conditions of this Agreement, at the Closing, the Company
      hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby
      agrees, severally and not jointly, to purchase from the Company, the number
      of
      Purchased Common Units set forth opposite its name on Schedule
      2.01.
      Each
      Purchaser agrees to pay the Company the Common Unit Price for each Purchased
      Common Unit as set forth in Section 2.01(b). The respective obligations of
      each
      Purchaser under this Agreement are several and not joint with the obligations
      of
      any other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under this Agreement.
      The
      failure or waiver of performance under this Agreement by any Purchaser, or
      on
      its behalf, does not excuse performance by any other Purchaser. Nothing
      contained herein or in any other Basic Document, and no action taken by any
      Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
      a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert or
      as
      a group with respect to such obligations or the transactions contemplated by
      any
      Basic Document. Except as otherwise provided in this Agreement or the other
      Basic Documents, each Purchaser shall be entitled to independently protect
      and
      enforce its rights, including the rights arising out of this Agreement or out
      of
      the other Basic Documents, and it shall not be necessary for any other Purchaser
      to be joined as an additional party in any proceeding for such
      purpose.

     

    (a) Common
      Units.
      The
      number of Purchased Common Units to be issued and sold to each Purchaser is
      set
      forth opposite such Purchaser’s name on Schedule
      2.01.
      The
      Purchased Common Units shall have those rights, preferences, privileges and
      restrictions governing the Common Units as set forth in the Company
      Organizational Document.

     

    (b) Consideration.
      The
      amount per Common Unit each Purchaser will pay to the Company to purchase the
      Purchased Common Units (the “Common
      Unit Price”)
      shall
      be $24.90.

     

    Section
      2.02. Closing.
      The
      execution and delivery of the Basic Documents, the delivery of certificates
      representing the Purchased Common Units, the payment by each Purchaser of its
      respective Commitment Amount and execution and delivery of all other
      instruments, agreements and other documents required by this Agreement (the
      “Closing”)
      shall
      take place on the date hereof (the “Closing
      Date”).

     

    
      
        
        

      

      
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    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company represents and warrants to the Purchasers, on and as of the date of
      this
      Agreement and on and as of the Closing Date, as follows:

     

    Section
      3.01. Existence.
      The
      Company: (i) is a limited partnership duly organized, validly existing and
      in
      good standing under the Laws of the State of Delaware; (ii) has all requisite
      partnership power, and has all material governmental licenses, authorizations,
      consents and approvals, necessary to own its Properties and carry on its
      business as its business is now being conducted as described in the Company
      SEC
      Documents, except where the failure to obtain such licenses, authorizations,
      consents and approvals would not reasonably be expected to have a Company
      Material Adverse Effect; and (iii) is qualified to do business in all
      jurisdictions in which the nature of the business conducted by it makes such
      qualifications necessary, except where failure so to qualify would not
      reasonably be expected to have a Company Material Adverse Effect.

     

    Section
      3.02. Capitalization
      and Valid Issuance of Purchased Common Units.

     

    (a) As
      of the
      date of this Agreement, and prior to the issuance and sale of the Purchased
      Common Units, the issued and outstanding equity interests of the Company consist
      of 4,495,000 Common Units, 3,100,000 Subordinated Units, the General Partner
      Interest and the Incentive Distribution Rights. All of the outstanding Equity
      Interests have been duly authorized and validly issued in accordance with
      applicable Law and the Company Organizational Document and are fully paid (to
      the extent required by applicable Law and under the Company Organizational
      Document) and non-assessable (except as such non-assessability may be affected
      by Sections 17-303, 17-607 and 17-804 of the Company Organizational
      Law).

     

    (b) Other
      than the Company’s existing long-term incentive plan, the Company has no equity
      compensation plans that contemplate the issuance of Equity Interests (or
      securities convertible into or exchangeable for Equity Interests). The Company
      has no outstanding indebtedness having the right to vote (or convertible into
      or
      exchangeable for securities having the right to vote) on any matters on which
      the Unitholders may vote. Except for Common Units and phantom Common Units
      issued pursuant to the Company’s existing long-term incentive plan, as
      contemplated by this Agreement or as are contained in the Company Organizational
      Document, there are no outstanding or authorized (i) options, warrants,
      preemptive rights, subscriptions, calls or other rights, convertible securities,
      agreements, claims or commitments of any character obligating the Company or
      any
      of its Subsidiaries to issue, transfer or sell any equity interests in the
      Company or any of its Subsidiaries or securities convertible into or
      exchangeable for such equity interests, (ii) obligations of the Company or
      any
      of its Subsidiaries to repurchase, redeem or otherwise acquire any equity
      interests in the Company or any of its Subsidiaries or any such securities
      or
      agreements listed in clause (i) of this sentence or (iii) voting trusts or
      similar agreements to which the Company or any of its Subsidiaries is a party
      with respect to the voting of the equity interests of the Company or any of
      its
      Subsidiaries.

     

    
      
        
        

      

      
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    (c) (i)
      All
      of the issued and outstanding equity interests of each of the Company’s
      Subsidiaries are owned, directly or indirectly, by the Company free and clear
      of
      any Liens (except for such restrictions as may exist under applicable Law and
      except for such Liens as may be imposed under the Company’s or its Subsidiaries’
credit facilities filed as exhibits to the Company SEC Documents), and all
      such
      ownership interests have been duly authorized and validly issued and are fully
      paid (to the extent required by applicable Law and the organizational documents
      of the Company’s Subsidiaries, as applicable) and non-assessable (except
      as
      non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of
      the
      Company Organizational Law, the organizational documents of the Company’s
      Subsidiaries or the Delaware Limited Liability Company Act or any Laws of any
      other jurisdiction of organization of a Subsidiary of the Company, as
      applicable)
      and
      free of preemptive rights, with no personal liability attaching to the ownership
      thereof, and (ii) except as disclosed in the Company SEC Documents, neither
      the
      Company nor any of its Subsidiaries owns any shares of capital stock or other
      securities of, or interest in, any other Person, or is obligated to make any
      capital contribution to or other investment in any other Person.

     

    (d) The
      offer
      and sale of the Purchased Common Units and the interests represented thereby
      will be duly authorized by the Company pursuant to the Company Organizational
      Document prior to the Closing and, when issued and delivered to the Purchasers
      against payment therefor in accordance with the terms of this Agreement, will
      be
      validly issued, fully paid (to the extent required by applicable Law and the
      Company Organizational Document) and non-assessable (except as such
      non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of
      the
      Company Organizational Law) and will be free of any and all Liens and
      restrictions on transfer, other than restrictions on transfer under the Company
      Organizational Document, the Registration Rights Agreement and applicable state
      and federal securities Laws and other than such Liens as are created by the
      Purchasers.

     

    (e) The
      Purchased Common Units will be issued in compliance with all applicable rules
      of
      the Stock Exchange. The Company has submitted to the Stock Exchange a
      Notification Form: Listing of Additional Units with respect to the Purchased
      Common Units. The Company’s currently outstanding Common Units are quoted on the
      Stock Exchange and the Company has not received any notice of
      delisting.

     

    (f) The
      Purchased Common Units shall have those rights, preferences, privileges and
      restrictions governing the Common Units as set forth in the Company
      Organizational Document. A true and correct copy of the Partnership Agreement,
      as amended through the date hereof, has been filed by the Company with the
      Commission on October 5, 2006 as Exhibit 3.1 to the Company’s Form
      8-K.

     

    Section
      3.03. Company
      SEC Documents.
      Since
      the date of the Company’s initial public offering, (i) the Company has filed
      with the Commission all forms, registration statements, reports, schedules
      and
      statements required to be filed by it under the Exchange Act or the Securities
      Act (all such documents filed on or prior to the date of this Agreement,
      collectively, the “Company
      SEC Documents”)
      and
      (ii) the Company has timely filed with the Commission all Company SEC Documents
      described in General Instruction I.A.3.(b) of Form S-3. The Company SEC
      Documents, including any audited or unaudited financial statements and any
      notes
      thereto or schedules included therein (the “Company
      Financial Statements”),
      at
      the time filed (in the case of registration statements, solely on the dates
      of
      effectiveness) (except to the extent corrected by a subsequently filed Company
      SEC Document filed prior to the date of this Agreement) (i) did not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary in order to make the statements therein, in
      light
      of the circumstances under which they were made, not misleading, (ii) complied
      in all material respects with the applicable requirements of the Exchange Act
      and the Securities Act, as the case may be, (iii) complied as to form in all
      material respects with applicable accounting requirements and with the published
      rules and regulations of the Commission with respect thereto, (iv) were prepared
      in accordance with GAAP applied on a consistent basis during the periods
      involved (except as may be indicated in the notes thereto or, in the case of
      unaudited statements, as permitted by Form 10-Q of the Commission) and (v)
      fairly present (subject in the case of unaudited statements to normal, recurring
      and year-end audit adjustments) in all material respects the consolidated
      financial position and status of the business of the Company as of the dates
      thereof and the consolidated results of its operations and cash flows for the
      periods then ended. Deloitte & Touche LLP is an independent registered
      public accounting firm with respect to the Company and has not resigned or
      been
      dismissed as independent registered public accountants of the Company as a
      result of or in connection with any disagreement with the Company on any matter
      of accounting principles or practices, financial statement disclosure or
      auditing scope or procedures.

     

    
      
        
        

      

      
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    Section
      3.04. No
      Material Adverse Change.
      Except
      as set forth in or contemplated by the Company SEC Documents, since its initial
      public offering, the Company and its Subsidiaries have conducted their business
      in the ordinary course, consistent with past practice, and there has been no
      (i)
      change that has had or would reasonably be expected to have a Company Material
      Adverse Effect, (ii) acquisition or disposition of any material asset by the
      Company or any of its Subsidiaries or any contract or arrangement therefor,
      otherwise than for fair value in the ordinary course of business, (iii) material
      change in the Company’s accounting principles, practices or methods or (iv)
      incurrence of material indebtedness.

     

    Section
      3.05. Litigation.
      Except
      as set forth in the Company SEC Documents, there is no Action pending or, to
      the
      knowledge of the Company, contemplated or threatened against the Company or
      any
      of its Subsidiaries or any of their respective officers, directors or
      Properties, which (individually or in the aggregate) reasonably would be
      expected to have a Company Material Adverse Effect or which challenges the
      validity of this Agreement.

     

    Section
      3.06. No
      Breach.
      The
      execution, delivery and performance by the Company of the Basic Documents to
      which it is a party and all other agreements and instruments in connection
      with
      the transactions contemplated by the Basic Documents, and compliance by the
      Company with the terms and provisions hereof and thereof, do not and will not
      (a) violate any provision of any Law, governmental permit, determination or
      award having applicability to the Company or any of its Subsidiaries or any
      of
      their respective Properties, (b) conflict with or result in a violation of
      any
      provision of any of the organizational documents of the Company or any of its
      Subsidiaries, (c) require any consent, approval or notice under or result in
      a
      violation or breach of or constitute (with or without due notice or lapse of
      time or both) a default (or give rise to any right of termination, cancellation
      or acceleration) under (i) any note, bond, mortgage, license, or loan or credit
      agreement to which the Company or any of its Subsidiaries is a party or by
      which
      the Company or any of its Subsidiaries or any of their respective Properties
      may
      be bound or (ii) any other agreement, instrument or obligation, or (d) result
      in
      or require the creation or imposition of any Lien upon or with respect to any
      of
      the Properties now owned or hereafter acquired by the Company or any of its
      Subsidiaries, except in the cases of clauses (a), (c) and (d) where such
      violation, default, breach, termination, cancellation, failure to receive
      consent or approval, or acceleration with respect to the foregoing provisions
      of
      this Section 3.06 would not, individually or in the aggregate, reasonably be
      expected to have a Company Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
      3.07. Authority.
      The
      Company has all necessary partnership power and authority to execute, deliver
      and perform its obligations under the Basic Documents to which it is a
      party and
      to
      consummate the transactions contemplated thereby; the execution, delivery and
      performance by the Company of each of the Basic Documents to which it is a
      party, and the consummation of the transactions contemplated thereby, have
      been
      duly authorized by all necessary action on its part; and the Basic Documents
      constitute the legal, valid and binding obligations of the Company, enforceable
      in accordance with their terms, except as such enforceability may be limited
      by
      bankruptcy, insolvency, fraudulent transfer and similar Laws affecting
      creditors’ rights generally or by general principles of equity, including
      principles of commercial reasonableness, fair dealing and good faith. Except
      as
      contemplated by this Agreement, no approval by the Unitholders is required
      as a
      result of the Company’s issuance and sale of the Purchased Common
      Units.

     

    Section
      3.08. Approvals.
      Except
      as contemplated by this Agreement or as required by the Commission in connection
      with the Company’s obligations under the Registration Rights Agreement, no
      authorization, consent, approval, waiver, license, qualification or written
      exemption from, nor any filing, declaration, qualification or registration
      with,
      any Governmental Authority or any other Person is required in connection with
      the execution, delivery or performance by the Company of any of the Basic
      Documents to which it is a party, except where the failure to receive such
      authorization, consent, approval, waiver, license, qualification or written
      exemption or to make such filing, declaration, qualification or registration
      would not, individually or in the aggregate, reasonably be expected to have
      a
      Company Material Adverse Effect.

     

    Section
      3.09. MLP
      Status.
      The
      Company met for each taxable year since its formation, and the Company expects
      to meet for the taxable year ending December 31, 2007, the gross income
      requirements of Section 7704(c)(2) of the Code, and accordingly the Company
      is
      not, and does not reasonably expect to be, taxed as a corporation for U.S.
      federal income tax purposes or for applicable tax purposes. The Company or
      any
      of its Subsidiaries has conducted business, owned Property or otherwise been
      subject to tax for the taxable year ended December 31, 2006 only in Delaware,
      Louisiana, Oklahoma, Ohio, Pennsylvania, Texas and West Virginia, and the
      Company and any of its Subsidiaries expects to conduct business, own Property
      or
      otherwise be subject to tax only in such states and Michigan for the taxable
      year ending December 31, 2007.

     

    Section
      3.10. Investment
      Company Status.
      The
      Company is not an “investment company” within the meaning of the Investment
      Company Act of 1940, as amended.

     

    
      
        
        

      

      
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    Section
      3.11. Offering.
      Assuming the accuracy of the representations and warranties of the Purchasers
      contained in this Agreement, the sale and issuance of the Purchased Common
      Units
      pursuant to this Agreement are exempt from the registration requirements of
      the
      Securities Act, and neither the Company nor any authorized Representative acting
      on its behalf has taken or will take any action hereafter that would cause
      the
      loss of such exemption.

     

    Section
      3.12. Certain
      Fees.
      No fees
      or commissions will be payable by the Company to brokers, finders or investment
      bankers with respect to the sale of any of the Purchased Common Units or the
      consummation of the transactions contemplated by this Agreement. The Purchasers
      shall not be liable for any such fees or commissions. The Company agrees that
      it
      will indemnify and hold harmless each of the Purchasers from and against any
      and
      all claims, demands or liabilities for broker’s, finder’s, placement or other
      similar fees or commissions incurred by the Company or alleged to have been
      incurred by the Company in connection with the sale of Purchased Common Units
      or
      the consummation of the transactions contemplated by this
      Agreement.

     

    Section
      3.13. No
      Side Agreements.
      Except
      for the confidentiality agreements entered into by and between each of the
      Purchasers and the Company, there are no other agreements by, among or between
      the Company or its Affiliates, on the one hand, and any of the Purchasers or
      their Affiliates, on the other hand, with respect to the transactions
      contemplated hereby nor promises or inducements for future transactions between
      or among any of such parties.

     

    Section
      3.14. Internal
      Accounting Controls.
      Except
      as disclosed in the Company SEC Documents, the Company and its Subsidiaries
      maintain a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain asset accountability, (iii) access to assets is permitted
      only in accordance with management’s general or specific authorization and (iv)
      the recorded accountability for assets is compared with the existing assets
      at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Company is not aware of any material failure of such internal
      accounting controls.

     

    Section
      3.15. Preemptive
      Rights or Registration Rights.
      Except
      (i) as set forth in the Company Organizational Document, (ii) as set forth
      in
      the other organizational documents of the Company and its Subsidiaries, (iii)
      as
      provided in the Basic Documents or (iv) for existing awards under the Company’s
      long-term incentive plan, there are no preemptive rights or other rights to
      subscribe for or to purchase, nor any restriction upon the voting or transfer
      of, any capital stock or equity interests of the Company or any of its
      Subsidiaries, in each case pursuant to any other agreement or instrument to
      which any of such Persons is a party or by which any one of them may be bound.
      Neither the execution of this Agreement nor the issuance of the Purchased Common
      Units as contemplated by this Agreement gives rise to any rights for or relating
      to the registration of any securities of the Company, other than pursuant to
      the
      Registration Rights Agreement.

     

    Section
      3.16. Insurance.
      The
      Company and its Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks as the Company believes in its
      discretion are prudent for its businesses. The Company does not have any reason
      to believe that it or any Subsidiary will not be able to renew its existing
      insurance coverage as and when such coverage expires or to obtain similar
      coverage from similar insurers as may be necessary to continue its
      business.

     

    
      
        
        

      

      
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    Section
      3.17. Acknowledgment
      Regarding Purchase of Purchased Common Units.
      The
      Company acknowledges and agrees that (i) each of the Purchasers is participating
      in the transactions contemplated by this Agreement and the other Basic Documents
      at the Company’s request and the Company has concluded that such participation
      is in the Company’s best interest and is consistent with the Company’s
      objectives and (ii) each of the Purchasers is acting solely in the capacity
      of
      an arm’s length purchaser. The Company further acknowledges that no Purchaser is
      acting or has acted as an advisor, agent or fiduciary of the Company (or in
      any
      similar capacity) with respect to this Agreement or the other Basic Documents
      and any advice given by any Purchaser or any of its respective Representatives
      in connection with this Agreement or the other Basic Documents is merely
      incidental to the Purchasers’ purchase of Purchased Common Units. The Company
      further represents to each Purchaser that the Company’s decision to enter into
      this Agreement has been based solely on the independent evaluation of the
      transactions contemplated hereby by the Company and its
      Representatives.

     

    Section
      3.18. Anti-Takeover
      Laws.
      Each of
      the Company and its Governing Body has taken all action required to be taken
      by
      it in order to exempt the execution, delivery and performance of this Agreement
      and the other Basic Documents and the issuance of the Purchased Common Units
      from, and each of the foregoing is hereby exempt from, the requirements of
      any
“moratorium”, “control share”, “fair price”, “affiliate transaction”, “business
      combination” or other anti-takeover Laws of any jurisdiction.

     

    Section
      3.19. Compliance
      with Laws.
      Neither
      the Company nor any of its Subsidiaries is in violation of any judgment, decree
      or order or any Law applicable to the Company or its Subsidiaries, except as
      would not, individually or in the aggregate, have a Company Material Adverse
      Effect. The Company and its Subsidiaries possess all certificates,
      authorizations and permits issued by the appropriate regulatory authorities
      necessary to conduct their respective businesses, except where the failure
      to
      possess such certificates, authorizations or permits would not have,
      individually or in the aggregate, a Company Material Adverse Effect, and neither
      the Company nor any such Subsidiary has received any notice of proceedings
      relating to the revocation or modification of any such certificate,
      authorization or permit, except where such potential revocation or modification
      would not have, individually or in the aggregate, a Company Material Adverse
      Effect. None of the Company, any of its Subsidiaries or any director, officer,
      agent, employee or other Person acting on behalf of the Company or any of its
      Subsidiaries has, in the course of its actions for, or on behalf of, the Company
      or any of its Subsidiaries: (i) used any Company funds for any unlawful
      contribution, gift, entertainment or other unlawful expenses relating to
      political activity; (ii) made any direct or indirect unlawful payment to any
      foreign or domestic government official or employee from Company funds; (iii)
      violated or is in violation of any provision of the U.S. Foreign Corrupt
      Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate,
      payoff, influence payment, kickback or other unlawful payment to any foreign
      or
      domestic government official or employee.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF EACH PURCHASER

     

    Each
      Purchaser, severally and not jointly, represents and warrants to the Company
      with respect to itself, on and as of the date of this Agreement and on and
      as of
      the Closing Date, as follows:

     

    Section
      4.01. Valid
      Existence.
      Such
      Purchaser (i) is duly organized, validly existing and in good standing under
      the
      Laws of its respective jurisdiction of organization and (ii) has all requisite
      power, and has all material governmental licenses, authorizations, consents
      and
      approvals, necessary to own its Properties and carry on its business as its
      business is now being conducted, except where the failure to obtain such
      licenses, authorizations, consents and approvals would not have and would not
      reasonably be expected to have a Purchaser Material Adverse Effect.

     

    Section
      4.02. No
      Breach.
      The
      execution, delivery and performance by such Purchaser of the Basic Documents
      to
      which it is a party and all other agreements and instruments in connection
      with
      the transactions contemplated by the Basic Documents to which it is a party,
      and
      compliance by such Purchaser with the terms and provisions hereof and thereof
      and the purchase of the Purchased Common Units by such Purchaser do not and
      will
      not (a) violate any provision of any Law, governmental permit, determination
      or
      award having applicability to such Purchaser or any of its Properties, (b)
      conflict with or result in a violation of any provision of the organizational
      documents of such Purchaser or (c) require any consent (other than standard
      internal consents), approval or notice under or result in a violation or breach
      of or constitute (with or without due notice or lapse of time or both) a default
      (or give rise to any right of termination, cancellation or acceleration) under
      (i) any note, bond, mortgage, license, or loan or credit agreement to which
      such
      Purchaser is a party or by which such Purchaser or any of its Properties may
      be
      bound or (ii) any other such agreement, instrument or obligation, except in
      the
      case of clauses (a) and (c) where such violation, default, breach, termination,
      cancellation, failure to receive consent or approval, or acceleration with
      respect to the foregoing provisions of this Section 4.02 would not, individually
      or in the aggregate, reasonably be expected to have a Purchaser Material Adverse
      Effect.

     

    Section
      4.03. Investment.
      The
      Purchased Common Units are being acquired for such Purchaser’s own account, or
      the accounts of clients for whom such Purchaser exercises discretionary
      investment authority (all of whom such Purchaser represents and warrants are
      “accredited investors” within the meaning of Rule 501 of Regulation D
      promulgated by the Commission pursuant to the Securities Act), not as a nominee
      or agent, and with no present intention of distributing the Purchased Common
      Units or any part thereof, and such Purchaser has no present intention of
      selling or granting any participation in or otherwise distributing the same
      in
      any transaction in violation of the securities Laws of the United States of
      America or any state, without prejudice, however, to such Purchaser’s right at
      all times to sell or otherwise dispose of all or any part of the Purchased
      Common Units under a registration statement under the Securities Act and
      applicable state securities Laws or under an exemption from such registration
      available thereunder (including, if available, Rule 144 under the Securities
      Act). If such Purchaser should in the future decide to dispose of any of the
      Purchased Common Units, such Purchaser understands and agrees (a) that it may
      do
      so only (i) in compliance with the Securities Act and applicable state
      securities Law, as then in effect, or pursuant to an exemption therefrom or
      (ii)
      in the manner contemplated by any registration statement pursuant to which
      such
      securities are being offered, and (b) that stop-transfer instructions to that
      effect will be in effect with respect to such securities. Notwithstanding the
      foregoing, each Purchaser may at any time enter into one or more total return
      swaps with respect to such Purchaser’s Purchased Common Units with a third party
      provided that such transactions are exempt from registration under the
      Securities Act.

     

    
      
        
        

      

      
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    Section
      4.04. Nature
      of Purchaser.
      Such
      Purchaser represents and warrants to, and covenants and agrees with, the Company
      that (a) it is an “accredited investor” within the meaning of Rule 501 of
      Regulation D promulgated by the Commission pursuant to the Securities Act and
      (b) by reason of its business and financial experience it has such knowledge,
      sophistication and experience in business and financial matters so as to be
      capable of evaluating the merits and risks of the prospective investment in
      the
      Purchased Common Units, is able to bear the economic risk of such investment
      and, at the present time, would be able to afford a complete loss of such
      investment.

     

    Section
      4.05. Receipt
      of Information; Authorization.
      Such
      Purchaser acknowledges that it has (a) had access to the Company SEC Documents
      and (b) been provided a reasonable opportunity to ask questions of and receive
      answers from Representatives of the Company regarding the matters described
      therein.

     

    Section
      4.06. Restricted
      Securities.
      Such
      Purchaser understands that the Purchased Common Units it is purchasing are
      characterized as “restricted securities” under the federal securities Laws
      inasmuch as they are being acquired from the Company in a transaction not
      involving a public offering and that under such Laws and applicable regulations
      such securities may be resold without registration under the Securities Act
      only
      in certain limited circumstances. In this connection, such Purchaser represents
      that it is knowledgeable with respect to Rule 144 under the Securities
      Act.

     

    Section
      4.07. Certain
      Fees.
      No fees
      or commissions will be payable by such Purchaser to brokers, finders or
      investment bankers with respect to the sale of any of the Purchased Common
      Units
      or the consummation of the transactions contemplated by this Agreement. The
      Company will not be liable for any such fees or commissions. Such Purchaser
      agrees, severally and not jointly with the other Purchasers, that it will
      indemnify and hold harmless the Company from and against any and all claims,
      demands or liabilities for broker’s, finder’s, placement or other similar fees
      or commissions incurred by such Purchaser or alleged to have been incurred
      by
      such Purchaser in connection with the purchase of Purchased Common Units or
      the
      consummation of the transactions contemplated by this Agreement.

     

    Section
      4.08. Legend.
      It is
      understood that the certificates evidencing the Purchased Common Units initially
      will bear the following legend: “These securities have not been registered under
      the Securities Act of 1933, as amended. These securities may not be sold,
      offered for sale, pledged (except in connection with a bona fide margin account
      or other loan or financing arrangement secured by these securities) or
      hypothecated in the absence of a registration statement in effect with respect
      to the securities under such Act or pursuant to an exemption from registration
      thereunder and, in the case of a transaction exempt from registration, unless
      sold pursuant to Rule 144 under such Act or the issuer has received
      documentation reasonably satisfactory to it that such transaction does not
      require registration under such Act.” For the avoidance of doubt, the Purchased
      Common Units may be pledged in connection with a bona fide margin account or
      other loan or financing arrangement secured by such Purchased Common Units
      and
      such pledge shall not be deemed to be a transfer, sale or assignment of such
      Purchased Common Units, and no buyer effecting such a pledge shall be required
      to provide the Company with any notice thereof or otherwise make any delivery
      to
      the Company pursuant to this Agreement or any other Basic Document.

     

    
      
        
        

      

      
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    Section
      4.09. No
      Side Agreements.
      Except
      for the confidentiality agreements entered into by and between such Purchaser
      and the Company, there are no other agreements by, among or between the Company
      or its Affiliates, on the one hand, and such Purchaser or its Affiliates, on
      the
      other hand, with respect to the transactions contemplated hereby nor promises
      or
      inducements for future transactions between or among any of such parties.
      Notwithstanding the foregoing, with respect to Lehman Brothers Inc., the
      representation made in this Section 4.09 is made only by Lehman Brothers MLP
      Partners, L.P., as currently configured, and does not apply to Lehman Brothers
      Inc. or any of its Affiliates, other than Lehman Brothers MLP Partners, L.P.,
      as
      currently configured.

     

    ARTICLE
      V

    COVENANTS

     

    Section
      5.01. Subsequent
      Public Offerings.
      Without
      the written consent of the holders of a majority of the Purchased Common Units,
      from the date of this Agreement until the Lock-Up Date, the Company shall not,
      and shall cause its directors, officers and Affiliates not to, grant, issue
      or
      sell any Common Units or other equity or voting securities of the Company,
      any
      securities convertible into or exchangeable therefor or take any other action
      that may result in the issuance of any of the foregoing, other than (i) the
      issuance of the Purchased Common Units, (ii)
      the
      issuance of Common Units or options to purchase Common Units or phantom Common
      Units granted pursuant to the Company’s existing long-term incentive
      plan,
      (iii)
the
      issuance or sale of Common Units issued or sold in a registered public offering
      to
      finance future acquisitions that are accretive to cash flow per Common Unit
      (or
      the repayment of indebtedness incurred in connection with such accretive
      acquisitions)
      at a
      price no less than 110% of the Common Unit Price or
      in a
      private offering to
      finance future acquisitions that are accretive to cash flow per Common Unit
      (or
      the repayment of indebtedness incurred in connection with such accretive
      acquisitions)
      and (iv)
      the issuance of Common Units as purchase price consideration in connection
      with
      future acquisitions that are accretive to cash flow per Common Unit.
      Notwithstanding the foregoing, the Company shall not, and shall cause its
      directors, officers and Affiliates not to, sell, offer for sale or solicit
      offers to buy any security (as defined in the Securities Act) that would be
      integrated with the sale of the Purchased Common Units in a manner that would
      require the registration under the Securities Act of the sale of the Purchased
      Common Units to the Purchasers.

     

    Section
      5.02. Purchaser
      Lock-Up.
      Without
      the prior written consent of the Company, each Purchaser agrees that from and
      after the Closing it will not sell any of its Purchased Common Units prior
      to
      the Lock-Up Date; provided,
      however,
      that
      each Purchaser may: (i) enter into one or more total return swaps or similar
      transactions at any time with respect to the Purchased Common Units purchased
      by
      such Purchaser; or (ii) transfer its Purchased Common Units to an Affiliate
      of
      such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser
      provided that such Affiliate agrees to the restrictions in this Section
      5.02.

     

    
      
        
        

      

      
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    Section
      5.03. Taking
      of Necessary Action.
      Each of
      the Parties hereto shall use its commercially reasonable efforts promptly to
      take or cause to be taken all action and promptly to do or cause to be done
      all
      things necessary, proper or advisable under applicable Law and regulations
      to
      consummate and make effective the transactions contemplated by this Agreement.
      Without limiting the foregoing, the Company and each Purchaser will, and the
      Company shall cause each of its Subsidiaries to, use its commercially reasonable
      efforts to make all filings and obtain all consents of Governmental Authorities
      that may be necessary or, in the reasonable opinion of the Purchasers or the
      Company, as the case may be, advisable for the consummation of the transactions
      contemplated by this Agreement and the other Basic Documents.

     

    Section
      5.04. Non-Disclosure;
      Interim Public Filings.
      Before
      8:30 a.m., New York Time, on the first Business Day following the Closing Date,
      the Company shall issue a press release acceptable to the Purchasers disclosing
      all material terms of the transactions contemplated hereby and file a Current
      Report on Form 8-K with the Commission (the “8-K
      Filing”)
      describing the terms of the transactions contemplated by this Agreement and
      the
      other Basic Documents and including as exhibits to such Current Report on Form
      8-K this Agreement and the other Basic Documents, in the form required by the
      Exchange Act. Thereafter, the Company shall timely file any filings and notices
      required by the Commission or applicable Law with respect to the transactions
      contemplated hereby and provide copies thereof to the Purchasers promptly after
      filing. Except with respect to the 8-K Filing and the press release referenced
      above (a copy of which will be provided to the Purchasers for their review
      as
      early as practicable prior to its filing), the Company shall, at least two
      Business Days prior to the filing or dissemination of any disclosure required
      by
      this Section 5.04, provide a copy thereof to the Purchasers for their review.
      The Company and the Purchasers shall consult with each other in issuing any
      press releases or otherwise making public statements or filings and other
      communications with the Commission or any regulatory agency or the Stock
      Exchange (or other exchange on which securities of the Company are listed or
      traded) with respect to the transactions contemplated hereby, and neither Party
      shall issue any such press release or otherwise make any such public statement,
      filing or other communication without the prior consent of the other, except
      if
      such disclosure is required by Law, in which case the disclosing Party shall
      promptly provide the other Party with prior notice of such public statement,
      filing or other communication. Notwithstanding the foregoing, the Company shall
      not publicly disclose the name of any Purchaser, or include the name of any
      Purchaser in any press release, without the prior written consent of such
      Purchaser except to the extent the names of the Purchasers are included in
      this
      Agreement as filed as an exhibit to the 8-K Filing and the press release
      referred to in the first sentence above. The Company shall not, and shall cause
      each of its respective Representatives not to, provide any Purchaser with any
      material non-public information regarding the Company from and after the
      issuance of the above-referenced press release without the express written
      consent of such Purchaser.

     

    Section
      5.05. Use
      of
      Proceeds.
      The
      Company shall use the collective proceeds from the sale of the Purchased Common
      Units to repay indebtedness.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Section
      5.06. Tax
      Information.
      The
      Company shall cooperate with the Purchasers and provide the Purchasers with
      any
      reasonably requested tax information related to their ownership of the Purchased
      Common Units.

     

    ARTICLE
      VI

    CLOSING
      DELIVERIES

     

    Section
      6.01. Company
      Deliveries.
      At the
      Closing, subject to the terms and conditions of this Agreement, the Company
      shall have delivered, or caused to be delivered, to each Purchaser:

     

    (a) the
      Purchased Common Units by delivering certificates (bearing the legend set forth
      in Section 4.08) evidencing such Purchased Common Units at the Closing, all
      free
      and clear of any Liens, encumbrances or interests of any other
      party;

     

    (b) an
      opinion addressed to the Purchasers from outside legal counsel to the Company,
      dated the Closing Date, substantially similar in substance to the form of
      opinion attached as Exhibit
      A;

     

    (c) the
      Registration Rights Agreement in substantially the form of Exhibit
      B,
      which
      shall have been duly executed by the Company;

     

    (d) a
      certificate of the Secretary of the Company, dated as of the Closing Date,
      as to
      certain matters;

     

    (e) a
      certificate dated as of a recent date of the Secretary of State of the State
      of
      Delaware with respect to the due organization and good standing in the State
      of
      Delaware of the Company; and

     

    (f) a
      receipt, dated the Closing Date, executed by the Company and delivered to each
      Purchaser certifying that the Company has received the Purchase Price with
      respect to the Purchased Common Units issued and sold to each such
      Purchaser.

     

    Section
      6.02. Purchaser
      Deliveries.
      At the
      Closing, subject to the terms and conditions of this Agreement, each Purchaser
      shall have delivered, or caused to be delivered, to the Company:

     

    (a) payment
      to the Company of such Purchaser’s Commitment Amount by wire transfer(s) of
      immediately available funds to an account designated in writing (including
      via
      email) by the Company; and

     

    (b) the
      Registration Rights Agreement in substantially the form of Exhibit
      B,
      which
      shall have been duly executed by each Purchaser.

     

    
      
        
        

      

      
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    ARTICLE
      VII

    INDEMNIFICATION,
      COSTS AND EXPENSES

     

    Section
      7.01. Indemnification
      by the Company.
      The
      Company agrees to indemnify each Purchaser and its Representatives
      (collectively, “Indemnified
      Parties”)
      from,
      and hold each of them harmless against, any and all actions, suits, proceedings
      (including any investigations, litigation or inquiries), demands and causes
      of
      action, and, in connection therewith, and promptly upon demand, pay and
      reimburse each of them for all costs, losses, liabilities, damages or expenses
      of any kind or nature whatsoever, including the reasonable fees and
      disbursements of counsel and all other reasonable expenses incurred in
      connection with investigating, defending or preparing to defend any such matter
      that may be incurred by them or asserted against or involve any of them as
      a
      result of, arising out of or in any way related to (i) any actual or proposed
      use by the Company of the proceeds of any sale of the Purchased Common Units
      or
      (ii) the breach of any of the representations, warranties or covenants of the
      Company contained herein; provided that such claim for indemnification relating
      to a breach of a representation or warranty is made prior to the expiration
      of
      such representation or warranty.

     

    Section
      7.02. Indemnification
      Procedure.
      Promptly after any Indemnified Party has received notice of any indemnifiable
      claim hereunder, or the commencement of any action or proceeding by a third
      party, which the Indemnified Party believes in good faith is an indemnifiable
      claim under this Agreement, the Indemnified Party shall give the indemnitor
      hereunder (the “Indemnifying
      Party”)
      written notice of such claim or the commencement of such action or proceeding,
      but failure to so notify the Indemnifying Party will not relieve the
      Indemnifying Party from any liability it may have to such Indemnified Party
      hereunder except to the extent that the Indemnifying Party is materially
      prejudiced by such failure. Such notice shall state the nature and the basis
      of
      such claim to the extent then known. The Indemnifying Party shall have the
      right
      to defend and settle, at its own expense and by its own counsel who shall be
      reasonably acceptable to the Indemnified Party, any such matter as long as
      the
      Indemnifying Party pursues the same diligently and in good faith. If the
      Indemnifying Party undertakes to defend or settle, it shall promptly notify
      the
      Indemnified Party of its intention to do so, and the Indemnified Party shall
      cooperate with the Indemnifying Party and its counsel in all commercially
      reasonable respects in the defense thereof and the settlement thereof. Such
      cooperation shall include furnishing the Indemnifying Party with any books,
      records and other information reasonably requested by the Indemnifying Party
      and
      in the Indemnified Party’s possession or control. Such cooperation of the
      Indemnified Party shall be at the cost of the Indemnifying Party. After the
      Indemnifying Party has notified the Indemnified Party of its intention to
      undertake to defend or settle any such asserted liability, and for so long
      as
      the Indemnifying Party diligently pursues such defense, the Indemnifying Party
      shall not be liable for any additional legal expenses incurred by the
      Indemnified Party in connection with any defense or settlement of such asserted
      liability; provided,
      however,
      that
      the Indemnified Party shall be entitled (i) at its expense, to participate
      in
      the defense of such asserted liability and the negotiations of the settlement
      thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense
      or employ counsel reasonably acceptable to the Indemnified Party or (B) if
      the
      defendants in any such action include both the Indemnified Party and the
      Indemnifying Party and counsel to the Indemnified Party shall have concluded
      that there may be reasonable defenses available to the Indemnified Party that
      are different from or in addition to those available to the Indemnifying Party
      or if the interests of the Indemnified Party reasonably may be deemed to
      conflict with the interests of the Indemnifying Party, then the Indemnified
      Party shall have the right to select a separate counsel and to assume such
      legal
      defense and otherwise to participate in the defense of such action, with the
      expenses and fees of such separate counsel and other expenses related to such
      participation to be reimbursed by the Indemnifying Party as incurred.
      Notwithstanding any other provision of this Agreement, the Indemnifying Party
      shall not settle any indemnified claim without the consent of the Indemnified
      Party, unless the settlement thereof imposes no liability or obligation on,
      involves no admission of wrongdoing or malfeasance by, and includes a complete
      release from liability of, the Indemnified Party.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

    MISCELLANEOUS

     

    Section
      8.01. Interpretation.
      Article, Section, Schedule and Exhibit references are to this Agreement, unless
      otherwise specified. All references to instruments, documents, contracts and
      agreements are references to such instruments, documents, contracts and
      agreements as the same may be amended, supplemented and otherwise modified
      from
      time to time, unless otherwise specified. The word “including” shall mean
“including but not limited to”. Whenever the Company has an obligation under the
      Basic Documents, the expense of complying with such obligation shall be an
      expense of the Company unless otherwise specified. Whenever any determination,
      consent or approval is to be made or given by a Purchaser under this Agreement,
      such action shall be in such Purchaser’s sole discretion unless otherwise
      specified. If any provision in the Basic Documents is held to be illegal,
      invalid, not binding or unenforceable, such provision shall be fully severable
      and the Basic Documents shall be construed and enforced as if such illegal,
      invalid, not binding or unenforceable provision had never comprised a part
      of
      the Basic Documents, and the remaining provisions shall remain in full force
      and
      effect. The Basic Documents have been reviewed and negotiated by sophisticated
      parties with access to legal counsel and shall not be construed against the
      drafter.

     

    Section
      8.02. Survival
      of Provisions.
      The
      representations and warranties set forth in this Agreement shall survive the
      execution and delivery of this Agreement indefinitely. The
      covenants made in this Agreement or any other Basic Document shall survive
      the
      closing of the transactions described herein and remain operative and in full
      force and effect regardless of acceptance of any of the Purchased Common Units
      and payment therefor and repayment, conversion, exercise or repurchase thereof.
      All indemnification obligations of the Company and the Purchasers pursuant
      to
      Section 3.12, Section 4.07 and Article VII shall remain operative and in full
      force and effect unless such obligations are expressly terminated in a writing
      by the Parties referencing the particular Article or Section, regardless of
      any
      purported general termination of this Agreement.

     

    Section
      8.03. No
      Waiver; Modifications in Writing.

     

    (a) Delay.
      No
      failure or delay on the part of any Party in exercising any right, power or
      remedy hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of any such right, power or remedy preclude any other or
      further exercise thereof or the exercise of any right, power or remedy. The
      remedies provided for herein are cumulative and are not exclusive of any
      remedies that may be available to a Party at law or in equity or otherwise.
      

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b) Specific
      Waiver.
      Except
      as otherwise provided in this Agreement or the Registration Rights Agreement,
      no
      amendment, waiver, consent, modification or termination of any provision of
      this
      Agreement or any other Basic Document shall be effective unless signed by each
      of the Parties or each of the original signatories thereto affected by such
      amendment, waiver, consent, modification or termination. Any amendment,
      supplement or modification of or to any provision of this Agreement or any
      other
      Basic Document, any waiver of any provision of this Agreement or any other
      Basic
      Document and any consent to any departure by the Company from the terms of
      any
      provision of this Agreement or any other Basic Document shall be effective
      only
      in the specific instance and for the specific purpose for which made or given.
      Except where notice is specifically required by this Agreement, no notice to
      or
      demand on any Party in any case shall entitle any Party to any other or further
      notice or demand in similar or other circumstances.

     

    Section
      8.04. Binding
      Effect; Assignment.

     

    (a) Binding
      Effect.
      This
      Agreement shall be binding upon the Company, each Purchaser, and their
      respective successors and permitted assigns. Except as expressly provided in
      this Agreement, this Agreement shall not be construed so as to confer any right
      or benefit upon any Person other than the Parties to this Agreement and as
      provided in Article VII, and their respective successors and permitted
      assigns.

     

    (b) Assignment
      of Purchased Common Units.
      All or
      any portion of a Purchaser’s Purchased Common Units purchased pursuant to this
      Agreement may be sold, assigned or pledged by such Purchaser, subject to
      compliance with applicable securities Laws, Section 5.02 and the Registration
      Rights Agreement.

     

    (c) Assignment
      of Rights.
      Each
      Purchaser may assign all or any portion of its rights and obligations under
      this
      Agreement without the consent of the Company (i) to any Affiliate of such
      Purchaser or (ii) in connection with a total return swap or similar transaction
      with respect to the Purchased Common Units purchased by such Purchaser, and
      in
      each case the assignee shall be deemed to be a Purchaser hereunder with respect
      to such assigned rights or obligations and shall agree to be bound by the
      provisions of this Agreement. Except as expressly permitted by this Section
      8.04(c), such rights and obligations may not otherwise be transferred except
      with the prior written consent of the Company (which consent shall not be
      unreasonably withheld), in which case the assignee shall be deemed to be a
      Purchaser hereunder with respect to such assigned rights or obligations and
      shall agree to be bound by the provisions of this Agreement.

     

    Section
      8.05. Aggregation
      of Purchased Common Units.
      All
      Purchased Common Units held or acquired by Persons who are Affiliates of one
      another shall be aggregated together for the purpose of determining the
      availability of any rights under this Agreement.

     

    Section
      8.06. Confidentiality
      and Non-Disclosure.
      Notwithstanding anything herein to the contrary, each Purchaser that has
      executed a confidentiality agreement in favor of the Company shall continue
      to
      be bound by such confidentiality agreement in accordance with the terms thereof
      until the Company discloses on Form 8-K with the Commission the transactions
      contemplated hereby.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Section
      8.07. Communications.
      All
      notices and demands provided for hereunder shall be in writing and shall be
      given by regular mail, registered or certified mail, return receipt requested,
      facsimile, air courier guaranteeing overnight delivery, electronic mail or
      personal delivery to the following addresses:

     

    (a) If
      to the
      Company:

     

    EV
      Energy
      Partners, L.P.

    1001
      Fannin Street, Suite 800

    Houston,
      Texas 77002

    Attention:
      Michael E. Mercer

    Telephone:
      (713) 651-1144

    Facsimile:
      (713) 651-1260

    Email:
      mmercer@evenergypartners.com

     

    with
      a
      copy to:

     

    Haynes
      and Boone, LLP

    1221
      McKinney Street, Suite 2100

    Houston,
      Texas 77010

    Attention:
      Guy Young

    Telephone:
      (713) 547-2081

    Facsimile:
      (713) 236-5699

    Email:
      young@haynesboone.com

     

    (b) If
      to ZLP
      Fund, L.P.:

     

    ZLP
      Fund,
      L.P.

    Harborside
      Financial Center

    Plaza
      10,
      Suite 301

    Jersey
      City, New Jersey 07311

    Attention:
      Daniel M. Lynch

    Telephone:
      (212) 440-0741

    Facsimile:
      (201) 716-1425

    Email:
      lynch@zimmerlucas.com

     

    with
      a
      copy to:

     

    Pillsbury
      Winthrop Shaw Pittman LLP

    1540
      Broadway

    New
      York,
      New York 10036-4039

    Attention:
      David P. Falck, Esq.

    Telephone:
      (212) 858-1000

    Facsimile:
      (212) 858-1500

    Email:
      david.falck@pillsburylaw.com

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (c) If
      to
      Credit Suisse Management LLC:

     

    Credit
      Suisse Management LLC

    1
      Madison
      Avenue

    New
      York,
      New York 10010

    Attention:
      Jerrold Gordon

    Telephone:
      (212) 538-6320

    Facsimile:
      (212) 538-4095

    Email:
      jerrold.gordon@credit-suisse.com

     

    (d) If
      to
      Structured Finance Americas, LLC:

     

    Structured
      Finance Americas, LLC

    c/o
      Deutsche Bank Securities Inc.

    60
      Wall
      Street, 4th Floor

    New
      York,
      New York 10005

    Attention:
      Sunil Hariani

    Telephone:
      (212) 250-6340

    Facsimile:
      (212) 797-9358

    Email:
      equitynotice@list.db.com

     

    with
      a
      copy to:

     

    Structured
      Finance Americas, LLC

    c/o
      Deutsche Bank Securities Inc.

    60
      Wall
      Street, 13th Floor

    New
      York,
      New York 10005

    Attention:
      Elia Kourtesiadou

    Facsimile:
      (732) 578-3927

     

    (e) If
      to
      Royal Bank of Canada by its agent RBC Capital Markets Corporation:

     

    Royal
      Bank of Canada by its agent RBC Capital Markets Corporation

    1
      Liberty
      Plaza, 2nd Floor

    New
      York,
      New York 10006

    Attention:
      Joe Muskatel

     

    (f) If
      to
      Alerian Opportunity Partners VI, L.P.:

     

    Alerian
      Opportunity Partners VI, L.P.

    45
      Rockefeller Plaza

    New
      York,
      New York 10111

    Attention:
      Rich Levy

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (g) If
      to GPS
      Income Fund LP, GPS High Yield Equities Fund LP, GPS New Equity Fund LP or
      Agile
      Performance Fund, LLC:

     

    GPS
      Income Fund LP

    GPS
      High
      Yield Equities Fund LP

    GPS
      New
      Equity Fund LP

    Agile
      Performance Fund, LLC

    c/o
      GPS
      Partners

    100
      Wilshire Boulevard, Suite 900

    Santa
      Monica, California 90401

    Attention:
      Jeff Farron

    Phone:
      (310) 496-5365

    Facsimile:
      (310) 496-5399

    Email:
      farron@gpsfund.com

     

    (h) If
      to
      Lehman Brothers MLP Partners, L.P.:

     

    Lehman
      Brothers MLP Partners, L.P.

    399
      Park
      Avenue, 9th Floor

    New
      York,
      New York 10022

    Attention:
      Kyri Loupis

    Phone:
      (212) 526-3765

     

    (i) If
      to The
      Cushing MLP Opportunity Fund I, LP:

     

    The
      Cushing MLP Opportunity Fund I, LP

    3300
      Oak
      Lawn, Suite 650

    Dallas,
      Texas 75219

    Attention:
      Dan Spears

    Phone:
      (214) 635-1676

    Facsimile:
      (214) 219-2353

     

    or
      to
      such other address as the Company or such Purchaser may designate in writing.
      All notices and communications shall be deemed to have been duly given: at
      the
      time delivered by hand, if personally delivered; upon actual receipt if sent
      by
      registered or certified mail, return receipt requested, or regular mail, if
      mailed; when receipt acknowledged, if sent via facsimile; and upon actual
      receipt when delivered to an air courier guaranteeing overnight delivery or
      via
      electronic mail.

     

    Section
      8.08. Removal
      of Legend.
      The
      Company shall remove the legend described in Section 4.08 from the certificates
      evidencing the Purchased Common Units at the request of a Purchaser submitting
      to the Company such certificates, together with such other documentation as
      may
      be reasonably requested by the Company or required by its transfer agent, unless
      the Company, with the advice of counsel, reasonably determines that such removal
      is inappropriate; provided that no opinion of counsel shall be required in
      the
      event a Purchaser is effecting a sale of such Purchased Common Units pursuant
      to
      Rule 144 under the Securities Act or an effective registration statement. The
      Company shall cooperate with such Purchaser to effect removal of such legend.
      The legend described in Section 4.08 shall be removed and the Company shall
      issue a certificate without such legend to the holder of Purchased
      Common Units upon
      which it is stamped, if, unless otherwise required by state securities Laws,
      (i)
      such Purchased Common Units are sold pursuant to an effective Registration
      Statement, (ii) in connection with a sale, assignment or other transfer, such
      holder provides the Company with an opinion of a law firm reasonably acceptable
      to the Company (with any law firm set forth under Section 8.07 being deemed
      acceptable), in a generally acceptable form, to the effect that such sale,
      assignment or transfer of such Purchased Common Units may be made without
      registration under the applicable requirements of the Securities Act, or (iii)
      such holder provides the Company with reasonable assurance that such Purchased
      Common Units can be sold, assigned or transferred pursuant to Rule 144 or Rule
      144A under the Securities Act. If the Company shall fail for any reason or
      for
      no reason to issue to the holder of such Purchased Common Units within three
      trading days after the occurrence of any of clause (i), clause (ii) or clause
      (iii) above a certificate without such legend to the holder or if the Company
      fails to deliver unlegended Purchased Common Units within three trading days
      of
      the Purchaser’s election to receive such unlegended Purchased Common Units
      pursuant to clause (y) below, and if on or after such trading day the holder
      purchases (in an open market transaction or otherwise) Common Units to deliver
      in satisfaction of a sale by the holder of such Purchased Common Units that
      the
      holder anticipated receiving without legend from the Company (a “Buy-In”),
      then
      the Company shall, within three Business Days after the holder’s request and in
      the holder’s discretion, either (x) pay cash to the holder in an amount equal to
      the holder’s total purchase price (including brokerage commissions, if any) for
      the Common Units so purchased (the “Buy-In
      Price”),
      at
      which point the Company’s obligation to deliver such unlegended Purchased Common
      Units shall terminate, or (y) promptly honor its obligation to deliver to the
      holder such unlegended Purchased Common Units as provided above and pay cash
      to
      the holder in an amount equal to the excess (if any) of the Buy-In Price over
      the product of (A) such number of Common Units multiplied by (B) the closing
      bid
      price on the date of exercise.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Section
      8.09. Entire
      Agreement.
      This
      Agreement and the other Basic Documents are intended by the Parties as a final
      expression of their agreement and intended to be a complete and exclusive
      statement of the agreement and understanding of the Parties hereto and thereto
      in respect of the subject matter contained herein and therein. There are no
      restrictions, promises, warranties or undertakings, other than those set forth
      or referred to herein or therein with respect to the rights granted by the
      Company or a Purchaser set forth herein or therein. This Agreement and the
      other
      Basic Documents supersede all prior agreements and understandings between the
      Parties with respect to such subject matter.

     

    Section
      8.10. Governing
      Law.
      This
      Agreement will be construed in accordance with and governed by the Laws of
      the
      State of New York without regard to principles of conflicts of
      Laws.

     

    Section
      8.11. Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different Parties
      hereto in separate counterparts, each of which counterparts, when so executed
      and delivered, shall be deemed to be an original and all of which counterparts,
      taken together, shall constitute but one and the same Agreement.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Section
      8.12. Expenses.
      The
      Company hereby covenants and agrees to reimburse Pillsbury Winthrop Shaw Pittman
      LLP for reasonable and documented costs and expenses (including legal fees)
      incurred in connection with the negotiation, execution, delivery and performance
      of the Basic Documents and the transactions contemplated hereby and thereby,
      provided that such costs and expenses do not exceed $75,000 and that any request
      for such expense reimbursement be accompanied by a detailed invoice for such
      amount. If any action at law or equity is necessary to enforce or interpret
      the
      terms of the Basic Documents, the prevailing Party shall be entitled to
      reasonable attorney’s fees, costs and necessary disbursements in addition to any
      other relief to which such Party may be entitled.

     

    Section
      8.13. Recapitalization,
      Exchanges, Etc. Affecting the Purchased Common Units.
      The
      provisions of this Agreement shall apply to the full extent set forth herein
      with respect to any and all equity interests of the Company or any successor
      or
      assign of the Company (whether by merger, consolidation, sale of assets or
      otherwise) that may be issued in respect of, in exchange for or in substitution
      of, the Purchased Common Units, and shall be appropriately adjusted for
      combinations, unit splits, recapitalizations and the like occurring after the
      date of this Agreement.

     

    Section
      8.14. Obligations
      Limited to Parties to Agreement.
      Each of
      the parties hereto covenants, agrees and acknowledges that no Person other
      than
      the Purchasers (and their permitted assignees) shall have any obligation
      hereunder and that, notwithstanding that one or more of the Purchasers may
      be a
      corporation, partnership or limited liability company, no recourse under this
      Agreement or the other Basic Documents or under any documents or instruments
      delivered in connection herewith or therewith shall be had against any former,
      current or future director, officer, employee, agent, general or limited
      partner, manager, member, stockholder or Affiliate of any of the Purchasers
      or
      any former, current or future director, officer, employee, agent, general or
      limited partner, manager, member, stockholder or Affiliate of any of the
      foregoing, whether by the enforcement of any assessment or by any legal or
      equitable proceeding, or by virtue of any applicable Law, it being expressly
      agreed and acknowledged that no personal liability whatsoever shall attach
      to,
      be imposed on or otherwise be incurred by any former, current or future
      director, officer, employee, agent, general or limited partner, manager, member,
      stockholder or Affiliate of any of the Purchasers or any former, current or
      future director, officer, employee, agent, general or limited partner, manager,
      member, stockholder or Affiliate of any of the foregoing, as such, for any
      obligations of the Purchasers under this Agreement or the other Basic Documents
      or any documents or instruments delivered in connection herewith or therewith
      or
      for any claim based on, in respect of or by reason of such obligation or its
      creation.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of
      the
      date first above written.

    
      	 	 	 
	 	
              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/
              Michael E. Mercer
	 	
              

              Michael
                E. Mercer

              Senior
                Vice President and Chief Financial
                Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        	 	 	 
	 	
                ZLP
                  Fund, L.P.

              
	 	 	
                 

                 

              
	 	By:	Zimmer Lucas Partners, LLC, its General
                Partner
	 
 	 
 	 
 
	
              	By:  	/s/
                Devin Geoghegan
	 	
                

                Name:
                  Devin Geoghegan

                Title:
                  Partner

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
 
        
        	 	 	 
	 	
                Credit
                  Suisse Management LLC

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Shawn Sullivan
	 	
                

                Name:
                  Shawn Sullivan

                Title:
                  Managing Director

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	 	
              Structured
                Finance Americas, LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Jill Rathjen
	 	
              

              Name:
                Jill Rathjen

              Title:
                Vice President

            


    

     

    
      	 	 	 
	
            	By:  	/s/
              Sunil Hariani
	 	
              

              
                Name:
                  Sunil Hariani

                Title:
                  Vice President

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	 	
              PURCHASER:

              


              Royal
                Bank of Canada

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Josef Muskatel
	 	
              

              Name:
                Josef Muskatel

              Title:
                Director and Senior Counsel

            




    
      	 	 	 
	
            	By:  	/s/
              Steven Milke
	 	
              

              
                Name:
                  Steven Milke

                Title:
                  Managing Director

              

            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          	 	 	 
	 	
                  Alerian
                    Opportunity Partners VI, L.P.

                
	 	 	 
	 	 	 
	
                	By:  	/s/
                  Richard Levy
	 	
                  

                  
                    
                      Name:
                        Richard Levy

                      Title:
                        Chief Financial
                        Officer

                    

                  

                




        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
            
              
                	 	 	 
	 	
                        
                          GPS
                            Income Fund LP

                        

                      
	 	 
	 	
                        By:
                          GPS Partners LLC,

                        Its
                          general partner

                      
	 	 	
                         

                         

                      
	
                      	By:  	/s/
                        Brett Messing
	 	
                        

                        
                          
                            
                              Name:
                                Brett Messing

                              Title:
                                Managing Partner

                            

                          

                        

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

    
      
        
          	 	 	 
	 	
                  
                    GPS
                      High Yield Equities Fund LP

                  

                
	 	 
	 	
                  
                    By:
                      GPS Partners LLC,

                    Its
                      general partner

                  

                
	 	 	
                   

                   

                
	
                	By:  	/s/
                  Brett Messing
	 	
                  

                  
                    
                      
                        
                          Name:
                            Brett Messing

                          Title:
                            Managing
                            Partner

                        

                      

                    

                  

                




        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    
      
        
          	 	 	 
	 	
                  
                    
                      GPS
                        New Equity Fund LP

                    

                  

                
	 	 
	 	
                  
                    
                      By:
                        GPS Partners LLC,

                      Its
                        general partner

                    

                  

                
	 	 	
                   

                   

                
	
                	By:  	/s/
                  Brett Messing
	 	
                  

                  
                    
                      
                        
                          
                            Name:
                              Brett Messing

                            Title:
                              Managing
                              Partner

                          

                        

                      

                    

                  

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    
      
        
          	 	 	 
	 	
                  
                    
                      
                        Agile
                          Performance Fund, LLC

                      

                    

                  

                
	 	 
	 	
                  
                    
                      
                        By:
                          GPS Partners LLC,

                        Its
                          investment sub-advisor

                      

                    

                  

                
	 	 	
                   

                   

                
	
                	By:  	/s/
                  Brett Messing
	 	
                  

                  
                    
                      
                        
                          
                            
                              Name:
                                Brett Messing

                              Title:
                                Managing
                                Partner

                            

                          

                        

                      

                    

                  

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            
              	 	 	 
	 	
                      
                        
                          
                            
                              Lehman
                                Brothers MLP Partners, L.P.

                            

                          

                        

                      

                    
	 	 
	 	 
	
                    	By:  	/s/
                      Kyri Loupis
	 	
                      

                      
                        
                          
                            
                              
                                
                                  
                                    Name:
                                      Kyri Loupis

                                    Title:
                                      Senior Vice
                                      President

                                  

                                

                              

                            

                          

                        

                      

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              
                
                  	 	 	 
	 	
                          
                            
                              
                                
                                  
                                    The
                                      Cushing MLP Opportunity Fund I,
                                      LP

                                  

                                

                              

                            

                          

                        
	 	 	
                           

                           

                        
	
                        	By:  	/s/
                          Jerry V. Swank
	 	
                          

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Name:
                                            Jerry V. Swank

                                          Title:
                                            Managing
                                            Partner