REGISTRATION
      RIGHTS AGREEMENT

     

    BY
      AND AMONG

     

    EV
      ENERGY PARTNERS, L.P.

     

    AND

     

    THE
      PURCHASERS NAMED HEREIN



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      made and entered into as of February 27, 2007 by and among EV Energy Partners,
      L.P., a Delaware limited partnership (the “Company”),
      and
      the Purchasers named in the signature pages hereto (each, a “Purchaser”
and,
      collectively, the “Purchasers”).

     

    WHEREAS,
      this Agreement is made in connection with the Closing of the issuance and sale
      of the Purchased Common Units pursuant to the Common Unit Purchase Agreement,
      dated as of the date hereof, by and among the Company and the Purchasers (the
      “Purchase
      Agreement”);

     

    WHEREAS,
      the Company has agreed to provide the registration and other rights set forth
      in
      this Agreement for the benefit of the Purchasers pursuant to the Purchase
      Agreement; and

     

    WHEREAS,
      it is a condition to the obligations of each Purchaser and the Company under
      the
      Purchase Agreement that this Agreement be executed and delivered.

     

    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 by each party hereto, the parties hereby agree
      as
      follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.01  Definitions.
      Capitalized terms used herein without definition shall have the meanings given
      to them in the Purchase Agreement. The terms set forth below are used herein
      as
      so defined:

     

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

     

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

     

    “Determination
      Date”
means
      the date of determination of the Company described within the meaning of Rule
      415 Unavailability Event.

     

    “Effectiveness
      Period”
shall
      have the meaning specified in Section 2.01(a)(i).

     

    “EnCap
      Holders”
means
      the EnCap Partnerships or any Affiliate (as defined in the Partnership Agreement
      solely for this purpose) of, or owner of an equity interest in, any such Person,
      or any transferee of the rights of any such Person set forth in Section 7.12
      of
      the Partnership Agreement.

     

    “EnCap
      Partnerships”
shall
      have the meaning specified in the Partnership Agreement.

     

    “EnerVest
      Holders”
means
      the General Partner, EnerVest Operating LLC, CGAS Exploration, Inc. and EV
      Investors, L.P. or any Affiliate (as defined in the Partnership Agreement solely
      for this purpose) of, or owner of an equity interest in, any such Person, or
      any
      transferee of the rights of any such Person set forth in Section 7.12 of the
      Partnership Agreement.

     

    
      
        
        

      

      
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    “Holder”
means
      the record holder of any Registrable Securities.

     

    “Included
      Registrable Securities”
shall
      have the meaning specified in Section 2.02(a).

     

    “Liquidated
      Damages”
shall
      have the meaning specified in Section 2.01(a)(ii).

     

    “Liquidated
      Damages Multiplier”
means,
      as to any Purchaser with respect to a Registration Statement required to be
      filed under Section 2.01, the number of Purchased Common Units that such
      Purchaser would have been entitled to include in such Registration Statement
      multiplied by $24.90.

     

    “Losses”
shall
      have the meaning specified in Section 2.08(a).

     

    “Managing
      Underwriter”
means,
      with respect to any Underwritten Offering, the book-running lead manager of
      such
      Underwritten Offering.

     

    “Opt
      Out Notice”
shall
      have the meaning specified in Section 2.02(a).

     

    “Purchase
      Agreement”
shall
      have the meaning specified in the recitals.

     

    “Purchaser”
and
      “Purchasers”
shall
      have the meanings specified in the introductory paragraph.

     

    “Purchaser
      Underwriter Registration Statement”
shall
      have the meaning specified in Section 2.04(o).

     

    “Registrable
      Securities”
means:
      (i) the Purchased Common Units and (ii) any Common Units issued as Liquidated
      Damages pursuant to this Agreement, all of which Registrable Securities are
      subject to the rights provided herein until such rights terminate pursuant
      to
      the provisions hereof.

     

    “Registration
      Expenses”
shall
      have the meaning specified in Section 2.07(a).

     

    “Registration
      Statement”
shall
      have the meaning specified in Section 2.01(a)(i).

     

    “Rule
      415 Unavailability Event”
means
      the reasonable determination by the Company, based
      on
      the opinion of recognized securities law counsel or written direction by the
      Commission,
      following the filing of the Registration Statement within 75 days of the Closing
      Date to permit the resale of all of the Registrable Securities described in
      Section 2.01(a)(i), that it is ineligible to register for resale from time
      to
      time under Rule 415 (or any similar provision then in force) under the
      Securities Act all of the Registrable Securities on such Registration Statement
      at such time.

     

    “Selling
      Expenses”
shall
      have the meaning specified in Section 2.07(a).

     

    
      
        
        

      

      
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    “Selling
      Holder”
means
      a
      Holder who is selling Registrable Securities pursuant to a registration
      statement.

     

    “Underwritten
      Offering”
means
      an offering (including an offering pursuant to a Registration Statement) in
      which Common Units are sold to an underwriter on a firm commitment basis for
      reoffering to the public or an offering that is a “bought deal” with one or more
      investment banks.

     

    Section
      1.02  Registrable
      Securities.
      Any
      Registrable Security will cease to be a Registrable Security when: (a) a
      registration statement covering such Registrable Security has been declared
      effective by the Commission and such Registrable Security has been sold or
      disposed of pursuant to such effective registration statement; (b) such
      Registrable Security has been disposed of pursuant to any section of Rule 144
      (or any similar provision then in force) under the Securities Act; (c) such
      Registrable Security can be disposed of pursuant to Rule 144(k) (or any similar
      provision then in force) under the Securities Act; (d) such Registrable Security
      is held by the Company or one of its Subsidiaries; or (e) such Registrable
      Security has been sold in a private transaction in which the transferor’s rights
      under this Agreement are not assigned to the transferee of such
      securities.

     

    ARTICLE
      II

    REGISTRATION
      RIGHTS

     

    Section
      2.01  Registration.

     

    (a)  Registration.

     

    (i)  Deadline
      To Go Effective.
      As soon
      as practicable following the Closing, but in any event within 75 days of the
      Closing Date (or, solely in respect of a Rule 415 Unavailability Event, within
      30 days following the Determination Date), the Company shall prepare and file
      a
      registration statement (or, solely in respect of a Rule 415 Unavailability
      Event, prepare and file such registration statement or amend the previously
      filed registration statement) under the Securities Act to permit the resale
      of
      the Registrable Securities from time to time, including as permitted by Rule
      415
      (or any similar provision then in force) under the Securities Act with respect
      to all of the Registrable Securities (or, solely in respect of a Rule 415
      Unavailability Event, the maximum number of Registrable Securities that the
      Company reasonably determines, based on the opinion of recognized securities
      law
      counsel or written direction by the Commission, may be so registered) (each,
      a
“Registration
      Statement”).
      In
      the event that a Registration Statement is filed in respect of less than all
      of
      the Registrable Securities, each Purchaser shall be entitled to include a pro
      rata number of Registrable Securities in such Registration Statement, based
      on
      the Common Unit Price. In the event of a Rule 415 Unavailability Event, the
      Company shall file a Registration Statement or amended Registration Statement
      promptly following October 1, 2007 (but in no event more than 30 days
      thereafter) that registers for resale all of the Purchased Common Units. The
      Company shall use its commercially reasonable efforts to cause any such
      Registration Statement to become effective no later than 120 days following
      the
      Closing Date (or, solely in respect of a Rule 415 Unavailability Event, no
      later
      than 75 days following the Determination Date). Any Registration Statement
      filed
      pursuant to this Section 2.01 shall be on such appropriate registration form
      of
      the Commission as shall be selected by the Company. The Company will use its
      commercially reasonable efforts to cause any Registration Statement filed
      pursuant to this Section 2.01 to be continuously effective under the Securities
      Act until the earlier of (i) the date as of which all such Registrable
      Securities are sold by the Purchasers or (ii) the date when such Registrable
      Securities become eligible for resale under Rule 144(k) (or any similar
      provision then in force) under the Securities Act (the “Effectiveness
      Period”).
      Any
      such Registration Statement when declared effective (including the documents
      incorporated therein by reference) shall comply as to form with all applicable
      requirements of the Securities Act and the Exchange Act and shall not contain
      an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein not
      misleading.

     

    
      
        
        

      

      
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    (ii)  Failure
      To Go Effective.
      If any
      Registration Statement required by Section 2.01 is not declared effective within
      165 days after the Closing Date (or, solely in respect of a Rule 415
      Unavailability Event, by January 1, 2008), then each Purchaser shall be entitled
      to a payment with respect to the Purchased Common Units of each such Purchaser,
      as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages
      Multiplier per 30-day period for the first 90 days following the 165th day
      after
      the Closing Date (or, solely in respect of a Rule 415 Unavailability Event,
      per
      30-day period for the first 90 days following January 1, 2008), increasing
      by an
      additional 0.25% of the Liquidated Damages Multiplier per 30-day period for
      each
      subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages
      Multiplier per 30-day period (the “Liquidated
      Damages”);
      provided,
      however,
      that,
      with respect to liquidated damages accruing following the 165th day after the
      Closing Date but prior to January 1, 2008, if the Company has made a
      determination prior to such time of accrual in accordance with the terms hereof
      that a Rule 415 Unavailability Event has occurred, then such liquidated damages
      accruing prior to January 1, 2008 shall accrue and be payable only with respect
      to the first one-third of the Purchased Common Units and only to the extent
      that
      such first one-third of Purchased Common Units are not otherwise covered by
      an
      effective Registration Statement. The Liquidated Damages payable pursuant to
      the
      immediately preceding sentence shall be payable within ten Business Days of
      the
      end of each such 30-day period. Any Liquidated Damages shall be paid to each
      Purchaser in cash or immediately available funds; provided,
      however,
      if the
      Company certifies that it is unable to pay Liquidated Damages in cash or
      immediately available funds because such payment would result in a breach under
      any of the Company’s or its Subsidiaries’ credit facilities or other
      indebtedness filed as exhibits to the Company SEC Documents, then the Company
      may pay the Liquidated Damages in kind in the form of the issuance of additional
      Common Units. Upon any issuance of Common Units as Liquidated Damages, the
      Company shall promptly prepare and file an amendment to the Registration
      Statement prior to its effectiveness adding such Common Units to such
      Registration Statement as additional Registrable Securities. The
      determination of the number of Common Units to be issued as Liquidated Damages
      shall be equal to the amount of Liquidated Damages divided by the volume
      weighted average closing price of the Common Units on the Stock Exchange for
      the
      ten trading days immediately preceding the date on which the Liquidated Damages
      payment is due, less a discount of 2%. The
      payment of Liquidated Damages to a Purchaser shall cease at such time as the
      Purchased Common Units of such Purchaser become eligible for resale under Rule
      144(k) under the Securities Act. As soon as practicable following the date
      that
      the Registration Statement becomes effective, but in any event within two
      Business Days of such date, the Company shall provide the Purchasers with
      written notice of the effectiveness of the Registration Statement.

     

    
      
        
        

      

      
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    (iii)  Waiver
      of Liquidated Damages.
      If the
      Company is unable to cause a Registration Statement to go effective within
      the
      time periods provided in this Section 2.01 as a result of an acquisition,
      merger, reorganization, disposition or other similar transaction, then the
      Company may request a waiver of the Liquidated Damages, which may be granted
      or
      withheld by the consent of the Holders of a majority of the Purchased Common
      Units, in their sole discretion. A Purchaser’s rights (and any transferee’s
      rights pursuant to Section 2.10) under this Section 2.01 shall terminate upon
      the earlier of (i) when all such Registrable Securities are sold by such
      Purchaser or transferee, as applicable, and (ii) when such Registrable
      Securities become eligible for resale under Rule 144(k) (or any similar
      provision then in force) under the Securities Act.

     

    (b)  Delay
      Rights.
      Notwithstanding anything to the contrary contained herein, the Company may,
      upon
      written notice to any Selling Holder whose Registrable Securities are included
      in the Registration Statement, suspend such Selling Holder’s use of any
      prospectus that is a part of the Registration Statement (in which event the
      Selling Holder shall discontinue sales of the Registrable Securities pursuant
      to
      the Registration Statement, but such Selling Holder may settle any such sales
      of
      Registrable Securities) if (i) the Company is pursuing an acquisition, merger,
      reorganization, disposition or other similar transaction and the Company
      determines in good faith that the Company’s ability to pursue or consummate such
      a transaction would be materially adversely affected by any required disclosure
      of such transaction in the Registration Statement or (ii) the Company has
      experienced some other material non-public event the disclosure of which at
      such
      time, in the good faith judgment of the Company, would materially adversely
      affect the Company; provided,
      however,
      in no
      event shall the Purchasers be suspended for a period that exceeds an aggregate
      of 30 days in any 90-day period or 90 days in any 365-day period. Upon
      disclosure of such information or the termination of the condition described
      above, the Company shall provide prompt notice to the Selling Holders whose
      Registrable Securities are included in the Registration Statement, shall
      promptly terminate any suspension of sales it has put into effect and shall
      take
      such other actions to permit registered sales of Registrable Securities as
      contemplated in this Agreement.

     

    (c)  Additional
      Rights to Liquidated Damages.
      If (i)
      the Holders shall be prohibited from selling their Registrable Securities under
      the Registration Statement as a result of a suspension pursuant to Section
      2.01(b) in excess of the periods permitted therein or (ii) the Registration
      Statement is filed and declared effective but, during the Effectiveness Period,
      shall thereafter cease to be effective or fail to be usable for its intended
      purpose without being succeeded by a post-effective amendment to the
      Registration Statement, a supplement to the prospectus or a report filed with
      the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange
      Act, then, until the suspension is lifted or a post-effective amendment,
      supplement or report is filed with the Commission, but not including any day
      on
      which a suspension is lifted or such amendment, supplement or report is filed
      and declared effective, if applicable, the Company shall owe the Holders an
      amount equal to the Liquidated Damages, following (x) the date on which the
      suspension period exceeded the permitted period under Section 2.01(b) or (y)
      the
      day after the Registration Statement ceased to be effective or failed to be
      useable for its intended purposes, as liquidated damages and not as a penalty.
      For purposes of this Section 2.01(c), a suspension shall be deemed lifted on
      the
      date that notice that the suspension has been lifted is delivered to the Holders
      pursuant to Section 3.01.

     

    
      
        
        

      

      
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    (d)  Maximum
      Liquidated Damages.
      Notwithstanding anything to the contrary in this Agreement, (i) the aggregate
      amount of the Liquidated Damages payable by the Company under this Agreement
      to
      each Purchaser shall not exceed 10% of the Liquidated Damages Multiplier with
      respect to such Purchaser and (ii) if there is a change in the Law or accounting
      principles generally accepted in the United States that would result in the
      Purchased Common Units being treated as debt securities instead of equity
      securities for purposes of the Company’s financial statements, then the
      aggregate amount of the Liquidated Damages payable by the Company under this
      Agreement to each Purchaser shall not exceed the maximum amount of the
      Liquidated Damages Multiplier with respect to such Purchaser allowed for the
      Purchased Common Units not to be treated as debt securities for purposes of
      the
      Company’s financial statements.

     

    Section
      2.02  Piggyback
      Rights.

     

    (a)  Participation.
      If at
      any time the Company proposes to file (i) a prospectus supplement to an
      effective shelf registration statement, other than the Registration Statement
      contemplated by Section 2.01, or (ii) a registration statement, other than
      a
      shelf registration statement, in either case, for the sale of Common Units
      in an
      Underwritten Offering for its own account and/or another Person, then as soon
      as
      practicable but not less than three Business Days prior to the filing of (x)
      any
      preliminary prospectus supplement relating to such Underwritten Offering
      pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement
      relating to such Underwritten Offering pursuant to Rule 424(b) under the
      Securities Act (if no preliminary prospectus supplement is used) or (z) such
      registration statement, as the case may be, then the Company shall give notice
      of such proposed Underwritten Offering to the Holders and such notice shall
      offer the Holders the opportunity to include in such Underwritten Offering
      such
      number of Registrable Securities (the “Included
      Registrable Securities”)
      as
      each such Holder may request in writing; provided,
      however,
      that if
      the Company has been advised by the Managing Underwriter that the inclusion
      of
      Registrable Securities for sale for the benefit of the Holders will have a
      material adverse effect on the price, timing or distribution of the Common
      Units
      in the Underwritten Offering, then the amount of Registrable Securities to
      be
      offered for the accounts of Holders shall be determined based on the provisions
      of Section 2.02(b). The notice required to be provided in this Section 2.02(a)
      to Holders shall be provided on a Business Day pursuant to Section 3.01 and
      receipt of such notice shall be confirmed by such Holder. Each
      such
      Holder shall then have three Business Days after receiving such notice to
      request inclusion of Registrable Securities in the Underwritten Offering, except
      that such Holder shall have one Business Day after such Holder confirms receipt
      of the notice to request inclusion of Registrable Securities in the Underwritten
      Offering in the case of a “bought deal” or “overnight transaction” where no
      preliminary prospectus is used. If
      no
      request for inclusion from a Holder is received within the specified time,
      such
      Holder shall have no further right to participate in such Underwritten Offering.
      If, at any time after giving written notice of its intention to undertake an
      Underwritten Offering and prior to the closing of such Underwritten Offering,
      the Company shall determine for any reason not to undertake or to delay such
      Underwritten Offering, the Company may, at its election, give written notice
      of
      such determination to the Selling Holders and, (x) in the case of a
      determination not to undertake such Underwritten Offering, shall be relieved
      of
      its obligation to sell any Included Registrable Securities in connection with
      such terminated Underwritten Offering, and (y) in the case of a determination
      to
      delay such Underwritten Offering, shall be permitted to delay offering any
      Included Registrable Securities for the same period as the delay in the
      Underwritten Offering. Any Selling Holder shall have the right to withdraw
      such
      Selling Holder’s request for inclusion of such Selling Holder’s Registrable
      Securities in such offering by giving written notice to the Company of such
      withdrawal up to and including the time of pricing of such offering. No Holder’s
      rights under this Section 2.02(a) shall apply at any time when such Holder
      (together with any Affiliates of such Holder) holds less than $5,000,000 of
      Purchased Common Units, based on the Common Unit Price. Notwithstanding
      the foregoing, any Holder may deliver written notice (an “Opt
      Out Notice”)
      to the
      Company requesting that such Holder not receive notice from the Company of
      any
      proposed Underwritten Offering; provided,
      that
      such Holder may later revoke any such notice.

     

    
      
        
        

      

      
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    (b)  Priority
      of Rights.
      If the
      Managing Underwriter or Underwriters of any proposed Underwritten Offering
      of
      Common Units included in an Underwritten Offering involving Included Registrable
      Securities advises the Company, or the Company reasonably determines, that
      the
      total amount of Common Units that the Selling Holders and any other Persons
      intend to include in such offering exceeds the number that can be sold in such
      offering without being likely to have a material adverse effect on the price,
      timing or distribution of the Common Units offered or the market for the Common
      Units, then the Common Units to be included in such Underwritten Offering shall
      include the number of Registrable Securities that such Managing Underwriter
      or
      Underwriters advises the Company, or the Company reasonably determines, can
      be
      sold without having such adverse effect, with such number to be allocated (i)
      first, to the Company, (ii) second, if the EnCap Holders have exercised their
      demand registration rights provided for in the Partnership Agreement, to the
      EnCap Holders, and (iii) third, pro rata among the Selling Holders, the EnCap
      Holders (to the extent that they have not exercised their demand registration
      rights provided for in the Partnership Agreement) and the EnerVest Holders
      who
      have requested participation in such Underwritten Offering. The pro rata
      allocations for each such Selling Holder, EnCap Holder and EnerVest Holder
      shall
      be the product of (a) the aggregate number of Common Units proposed to be sold
      by all of the Selling Holders, EnCap Holders and EnerVest Holders in such
      Underwritten Offering multiplied by (b) the fraction derived by dividing (x)
      the
      number of Registrable Securities (in the case of a Selling Holder) or Common
      Units (in the case of an EnCap Holder or EnerVest Holder) owned on the date
      of
      the notice of the proposed Underwritten Offering required by Section 2.02(a)
      by
      such Person by (y) the aggregate of the number of Registrable Securities owned
      by the Selling Holders on such date and the number of Common Units owned by
      the
      EnCap Holders and the EnerVest Holders on such date, in each case to the extent
      that such Selling Holders, EnCap Holders and EnerVest Holders are participating
      in the Underwritten Offering. As of the date of execution of this Agreement,
      there are no other Persons with Registration Rights relating to Common Units
      other than as described in this Section 2.02(b).

     

    Section
      2.03  Underwritten
      Offering.

     

    (a)  Request
      for Underwritten Offering.
      Any one
      or more Holders that collectively hold greater than $15,000,000 of Registrable
      Securities, based on the Common Unit Price, may deliver written notice to the
      Company that such Holders wish to dispose of an aggregate of at least
      $15,000,000 of Registrable Securities, based on the Common Unit Price, in an
      Underwritten Offering. Upon receipt of any such written request, the Company
      shall retain underwriters, effect such sale though an Underwritten Offering,
      including entering into an underwriting agreement in customary form with the
      Managing Underwriter or Underwriters, which shall include, among other
      provisions, indemnities to the effect and to the extent provided in Section
      2.08, and take all reasonable actions as are requested by the Managing
      Underwriter or Underwriters to expedite or facilitate the disposition of such
      Registrable Securities; provided,
      however,
      that
      management of the Company will not be required to participate in any roadshow
      or
      similar marketing effort on behalf of any such Holder.

     

    
      
        
        

      

      
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    (b)  General
      Procedures.
      In
      connection with any Underwritten Offering under this Agreement, the Company
      shall be entitled to select the Managing Underwriter or Underwriters. In
      connection with an Underwritten Offering contemplated by this Agreement in
      which
      a Selling Holder participates, each Selling Holder and the Company shall be
      obligated to enter into an underwriting agreement that contains such
      representations, covenants, indemnities and other rights and obligations as
      are
      customary in underwriting agreements for firm commitment offerings of
      securities. No Selling Holder may participate in such Underwritten Offering
      unless such Selling Holder agrees to sell its Registrable Securities on the
      basis provided in such underwriting agreement and completes and executes all
      questionnaires, powers of attorney, indemnities and other documents reasonably
      required under the terms of such underwriting agreement. Each Selling Holder
      may, at its option, require that any or all of the representations and
      warranties by, and the other agreements on the part of, the Company to and
      for
      the benefit of such underwriters also be made to and for such Selling Holder’s
      benefit and that any or all of the conditions precedent to the obligations
      of
      such underwriters under such underwriting agreement also be conditions precedent
      to its obligations. No Selling Holder shall be required to make any
      representations or warranties to or agreements with the Company or the
      underwriters other than representations, warranties or agreements regarding
      such
      Selling Holder and its ownership of the securities being registered on its
      behalf, its intended method of distribution and any other representation
      required by Law. If any Selling Holder disapproves of the terms of an
      underwriting, such Selling Holder may elect to withdraw therefrom by notice
      to
      the Company and the Managing Underwriter; provided,
      however,
      that
      such withdrawal must be made up to and including the time of pricing of such
      Underwritten Offering. No such withdrawal or abandonment shall affect the
      Company’s obligation to pay Registration Expenses.

     

    Section
      2.04  Sale
      Procedures.
      In
      connection with its obligations under this Article II, the Company will, as
      expeditiously as possible:

     

    (a)  prepare
      and file with the Commission such amendments and supplements to the Registration
      Statement and the prospectus used in connection therewith as may be necessary
      to
      keep the Registration Statement effective for the Effectiveness Period and
      as
      may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by the Registration
      Statement;

     

    (b)  if
      a
      prospectus supplement will be used in connection with the marketing of an
      Underwritten Offering from the Registration Statement and the Managing
      Underwriter at any time shall notify the Company in writing that, in the sole
      judgment of such Managing Underwriter, inclusion of detailed information to
      be
      used in such prospectus supplement is of material importance to the success
      of
      the Underwritten Offering of such Registrable Securities, use its commercially
      reasonable efforts to include such information in such prospectus
      supplement;

     

    
      
        
        

      

      
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    (c)  furnish
      to each Selling Holder (i) as far in advance as reasonably practicable before
      filing the Registration Statement or any other registration statement
      contemplated by this Agreement or any supplement or amendment thereto, upon
      request, copies of reasonably complete drafts of all such documents proposed
      to
      be filed (including exhibits and each document incorporated by reference therein
      to the extent then required by the rules and regulations of the Commission),
      and
      provide each such Selling Holder the opportunity to object to any information
      pertaining to such Selling Holder and its plan of distribution that is contained
      therein and make the corrections reasonably requested by such Selling Holder
      with respect to such information prior to filing the Registration Statement
      or
      such other registration statement or supplement or amendment thereto, and (ii)
      such number of copies of the Registration Statement or such other registration
      statement and the prospectus included therein and any supplements and amendments
      thereto as such Persons may reasonably request in order to facilitate the public
      sale or other disposition of the Registrable Securities covered by such
      Registration Statement or other registration statement;

     

    (d)  if
      applicable, use its commercially reasonable efforts to register or qualify
      the
      Registrable Securities covered by the Registration Statement or any other
      registration statement contemplated by this Agreement under the securities
      or
      blue sky laws of such jurisdictions as the Selling Holders or, in the case
      of an
      Underwritten Offering, the Managing Underwriter, shall reasonably request;
      provided,
      however,
      that
      the Company will not be required to qualify generally to transact business
      in
      any jurisdiction where it is not then required to so qualify or to take any
      action that would subject it to general service of process in any such
      jurisdiction where it is not then so subject;

     

    (e)  promptly
      notify each Selling Holder and each underwriter of Registrable Securities,
      at
      any time when a prospectus relating thereto is required to be delivered by
      any
      of them under the Securities Act, of (i) the filing of the Registration
      Statement or any other registration statement contemplated by this Agreement
      or
      any prospectus or prospectus supplement to be used in connection therewith,
      or
      any amendment or supplement thereto, and, with respect to such Registration
      Statement or any other registration statement or any post-effective amendment
      thereto, when the same has become effective; and (ii) any written comments
      from
      the Commission with respect to any filing referred to in clause (i) and any
      written request by the Commission for amendments or supplements to the
      Registration Statement or any other registration statement or any prospectus
      or
      prospectus supplement thereto;

     

    (f)  immediately
      notify each Selling Holder and each underwriter of Registrable Securities,
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Securities Act, of (i) the happening of any event as a result of which
      the
      prospectus or prospectus supplement contained in the Registration Statement
      or
      any other registration statement contemplated by this Agreement, as then in
      effect, includes an untrue statement of a material fact or omits to state any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances then existing; (ii)
      the
      issuance or threat of issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement or any other registration
      statement contemplated by this Agreement, or the initiation of any proceedings
      for that purpose; or (iii) the receipt by the Company of any notification with
      respect to the suspension of the qualification of any Registrable Securities
      for
      sale under the applicable securities or blue sky laws of any jurisdiction.
      Following the provision of such notice, the Company agrees to as promptly as
      practicable amend or supplement the prospectus or prospectus supplement or
      take
      other appropriate action so that the prospectus or prospectus supplement does
      not include an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances then existing and to take
      such
      other action as is necessary to remove a stop order, suspension, threat thereof
      or proceedings related thereto;

     

    
      
        
        

      

      
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    (g)  upon
      request and subject to appropriate confidentiality obligations, furnish to
      each
      Selling Holder copies of any and all transmittal letters or other correspondence
      with the Commission or any other governmental agency or self-regulatory body
      or
      other body having jurisdiction (including any domestic or foreign securities
      exchange) relating to such offering of Registrable Securities;

     

    (h)  in
      the
      case of an Underwritten Offering, furnish upon request, (i) an opinion of
      counsel for the Company dated the effective date of the applicable registration
      statement or the date of any amendment or supplement thereto, and a letter
      of
      like kind dated the date of the closing under the underwriting agreement, and
      (ii) a “cold comfort” letter, dated the date of the applicable registration
      statement or the date of any amendment or supplement thereto and a letter of
      like kind dated the date of the closing under the underwriting agreement, in
      each case, signed by the independent public accountants who have certified
      the
      Company’s financial statements included or incorporated by reference into the
      applicable registration statement, and each of the opinion and the “cold
      comfort” letter shall be in customary form and covering substantially the same
      matters with respect to such registration statement (and the prospectus and
      any
      prospectus supplement included therein) as are customarily covered in opinions
      of issuer’s counsel and in accountants’ letters delivered to the underwriters in
      Underwritten Offerings of securities and such other matters as such underwriters
      or Selling Holders may reasonably request;

     

    (i)  otherwise
      use its commercially reasonable efforts to comply with all applicable rules
      and
      regulations of the Commission, and make available to its security holders,
      as
      soon as reasonably practicable, an earnings statement, which earnings statement
      shall satisfy the provisions of Section 11(a) of the Securities Act and Rule
      158
      promulgated thereunder;

     

    (j)  make
      available to the appropriate representatives of the Managing Underwriter and
      Selling Holders access to such information and Company personnel as is
      reasonable and customary to enable such parties to establish a due diligence
      defense under the Securities Act; provided,
      however,
      that
      the Company need not disclose any such information to any such representative
      unless and until such representative has entered into or is otherwise subject
      to
      a confidentiality agreement with the Company satisfactory to the Company
      (including any confidentiality agreement referenced in Section 8.06 of the
      Purchase Agreement);

     

    (k)  cause
      all
      such Registrable Securities registered pursuant to this Agreement to be listed
      on each securities exchange or nationally recognized quotation system on which
      similar securities issued by the Company are then listed;

     

    
      
        
        

      

      
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    (l)  use
      its
      commercially reasonable efforts to cause the Registrable Securities to be
      registered with or approved by such other governmental agencies or authorities
      as may be necessary by virtue of the business and operations of the Company
      to
      enable the Selling Holders to consummate the disposition of such Registrable
      Securities;

     

    (m)  provide
      a
      transfer agent and registrar for all Registrable Securities covered by such
      registration statement not later than the effective date of such registration
      statement;

     

    (n)  enter
      into customary agreements and take such other actions as are reasonably
      requested by the Selling Holders or the underwriters, if any, in order to
      expedite or facilitate the disposition of such Registrable Securities;
      and

     

    (o)  if
      any
      Purchaser could reasonably be deemed to be an “underwriter”, as defined in
      Section 2(a)(11) of the Securities Act, in connection with the registration
      statement in respect of any registration of the Company’s securities of any
      Purchaser pursuant to this Agreement, and any amendment or supplement thereof
      (any such registration statement or amendment or supplement a “Purchaser
      Underwriter Registration Statement”),
      cooperate with such Purchaser in allowing such Purchaser to conduct customary
      “underwriter’s due diligence” with respect to the Company and satisfy its
      obligations in respect thereof. In addition, at any Purchaser’s request, the
      Company will furnish to such Purchaser, on the date of the effectiveness of
      any
      Purchaser Underwriter Registration Statement and thereafter from time to time
      on
      such dates as such Purchaser may reasonably request, (i) a letter, dated such
      date, from the Company’s independent certified public accountants in form and
      substance as is customarily given by independent certified public accountants
      to
      underwriters in an underwritten public offering, addressed to such Purchaser,
      and (ii) an opinion, dated as of such date, of counsel representing the Company
      for purposes of such Purchaser Underwriter Registration Statement, in form,
      scope and substance as is customarily given in an underwritten public offering,
      including a standard “10b-5” opinion for such offering, addressed to such
      Purchaser. The Company will also permit legal counsel to such Purchaser to
      review and comment upon any such Purchaser Underwriter Registration Statement
      at
      least five Business Days prior to its filing with the Commission and all
      amendments and supplements to any such Purchaser Underwriter Registration
      Statement within a reasonable number of days prior to their filing with the
      Commission and not file any Purchaser Underwriter Registration Statement or
      amendment or supplement thereto in a form to which such Purchaser's legal
      counsel reasonably objects.

     

    Each
      Selling Holder, upon receipt of notice from the Company of the happening of
      any
      event of the kind described in Section 2.04(e), shall forthwith discontinue
      disposition of the Registrable Securities until such Selling Holder’s receipt of
      the copies of the supplemented or amended prospectus contemplated by Section
      2.04(e) or until it is advised in writing by the Company that the use of the
      prospectus may be resumed, and has received copies of any additional or
      supplemental filings incorporated by reference in the prospectus, and, if so
      directed by the Company, such Selling Holder will, or will request the managing
      underwriter or underwriters, if any, to deliver to the Company (at the Company’s
      expense) all copies in their possession or control, other than permanent file
      copies then in such Selling Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    
      
        
        

      

      
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    If
      requested by a Purchaser, the Company shall: (i) as soon as practicable
      incorporate in a prospectus supplement or post-effective amendment such
      information as such Purchaser reasonably requests to be included therein
      relating to the sale and distribution of Registrable Securities, including
      information with respect to the number of Registrable Securities being offered
      or sold, the purchase price being paid therefor and any other terms of the
      offering of the Registrable Securities to be sold in such offering; (ii) as
      soon
      as practicable make all required filings of such prospectus supplement or
      post-effective amendment after being notified of the matters to be incorporated
      in such prospectus supplement or post-effective amendment; and (iii) as soon
      as
      practicable, supplement or make amendments to any Registration
      Statement.

     

    Section
      2.05  Cooperation
      by Holders.
      The
      Company shall have no obligation to include in the Registration Statement Common
      Units of a Holder, or in an Underwritten Offering pursuant to Section 2.02
      Common Units of a Selling Holder, who has failed to timely furnish such
      information that, in the opinion of counsel to the Company, is reasonably
      required in order for the registration statement or prospectus supplement,
      as
      applicable, to comply with the Securities Act.

     

    Section
      2.06  Restrictions
      on Public Sale by Holders of Registrable Securities.
      For a
      period of 365 days from the Closing Date, each Holder of Registrable Securities
      who is included in the Registration Statement agrees not to effect any public
      sale or distribution of the Registrable Securities during the 30-day period
      following completion of an Underwritten Offering of equity securities by the
      Company (except as provided in this Section 2.06); provided,
      however,
      that
      the duration of the foregoing restrictions shall be no longer than the duration
      of the shortest restriction generally imposed by the underwriters on the
      officers or directors or any other Unitholder of the Company on whom a
      restriction is imposed in connection with such public offering. In
      addition, the provisions of this Section 2.06 shall not apply with respect
      to a
      Holder that (A) owns less than $5,000,000 of Purchased
      Common Units,
      based
      on the Common
      Unit Price,
      (B) has
      delivered an Opt Out Notice to the
      Company
      pursuant
      to Section 2.02 or (C) has submitted a notice requesting the inclusion of
      Registrable Securities in an Underwritten Offering pursuant to Section 2.02
      or
      Section 2.03(a) but is unable to do so as a result of the priority provisions
      contained in Section 2.02(b).

     

    Section
      2.07  Expenses.

     

    (a)  Certain
      Definitions.
      “Registration
      Expenses”
means
      all expenses incident to the Company’s performance under or compliance with this
      Agreement to effect the registration of Registrable Securities on the
      Registration Statement pursuant to Section 2.01 or an Underwritten Offering
      covered under this Agreement, and the disposition of such securities, including
      all registration, filing, securities exchange listing and Stock Exchange fees,
      all registration, filing, qualification and other fees and expenses of complying
      with securities or blue sky laws, fees of the National Association of Securities
      Dealers, Inc., transfer taxes and fees of transfer agents and registrars, all
      word processing, duplicating and printing expenses and the fees and
      disbursements of counsel and independent public accountants for the Company,
      including the expenses of any special audits or “cold comfort” letters required
      by or incident to such performance and compliance. “Selling
      Expenses”
means
      all underwriting fees, discounts and selling commissions allocable to the sale
      of the Registrable Securities.

     

    
      
        
        

      

      
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    (b)  Expenses.
      The
      Company will pay all reasonable Registration Expenses as determined in good
      faith, including, in the case of an Underwritten Offering, whether or not any
      sale is made pursuant to such Underwritten Offering. In addition, except as
      otherwise provided in Section 2.08, the Company shall not be responsible for
      legal fees incurred by Holders in connection with the exercise of such Holders’
rights hereunder. Each Selling Holder shall pay all Selling Expenses in
      connection with any sale of its Registrable Securities hereunder.

     

    Section
      2.08  Indemnification.

     

    (a)  By
      the
      Company.
      In the
      event of an offering of any Registrable Securities under the Securities Act
      pursuant to this Agreement, the Company will indemnify and hold harmless each
      Selling Holder thereunder, its directors, officers, employees and agents, and
      each underwriter, pursuant to the applicable underwriting agreement with such
      underwriter, of Registrable Securities thereunder and each Person, if any,
      who
      controls such Selling Holder or underwriter within the meaning of the Securities
      Act and the Exchange Act, and its directors, officers, employees and agents,
      against any losses, claims, damages, expenses or liabilities (including
      reasonable attorneys’ fees and expenses) (collectively, “Losses”),
      joint
      or several, to which such Selling Holder, director, officer, employee, agent,
      underwriter or controlling Person may become subject under the Securities Act,
      the Exchange Act or otherwise, insofar as such Losses (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon any untrue statement or alleged untrue statement of any
      material fact contained in the Registration Statement or any other registration
      statement contemplated by this Agreement, any preliminary prospectus, free
      writing prospectus or final prospectus contained therein, or any amendment
      or
      supplement thereof, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein (in the case of a prospectus, in light
      of the circumstances under which they were made) not misleading, and will
      reimburse each such Selling Holder, its directors, officers, employees and
      agents, each such underwriter and each such controlling Person for any legal
      or
      other expenses reasonably incurred by them in connection with investigating
      or
      defending any such Loss or actions or proceedings; provided,
      however,
      that
      the Company will not be liable in any such case if and to the extent that any
      such Loss arises out of or is based upon an untrue statement or alleged untrue
      statement or omission or alleged omission so made in strict conformity with
      information furnished by such Selling Holder, its directors, officers, employees
      or agents or any underwriter or controlling Person in writing specifically
      for
      use in the Registration Statement or such other registration statement, or
      prospectus supplement, as applicable. Such indemnity shall remain in full force
      and effect regardless of any investigation made by or on behalf of such Selling
      Holder or any such Selling Holder, its directors, officers, employees or agents
      or any underwriter or controlling Person, and shall survive the transfer of
      such
      securities by such Selling Holder.

     

    (b)  By
      Each Selling Holder.
      Each
      Selling Holder agrees severally and not jointly to indemnify and hold harmless
      the Company, its directors, officers, employees and agents, and each Person,
      if
      any, who controls the Company within the meaning of the Securities Act or of
      the
      Exchange Act, and its directors, officers, employees and agents, to the same
      extent as the foregoing indemnity from the Company to the Selling Holders,
      but
      only with respect to information regarding such Selling Holder furnished in
      writing by or on behalf of such Selling Holder expressly for inclusion in the
      Registration Statement or any preliminary prospectus or final prospectus
      included therein, or any amendment or supplement thereto; provided,
      however,
      that
      the liability of each Selling Holder shall not be greater in amount than the
      dollar amount of the proceeds (net of any Selling Expenses) received by such
      Selling Holder from the sale of the Registrable Securities giving rise to such
      indemnification.

     

    
      
        
        

      

      
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    (c)  Notice.
      Promptly after receipt by an indemnified party hereunder of notice of the
      commencement of any action, such indemnified party shall, if a claim in respect
      thereof is to be made against the indemnifying party hereunder, notify the
      indemnifying party in writing thereof, but the omission so to notify the
      indemnifying party shall not relieve it from any liability that it may have
      to
      any indemnified party other than under this Section 2.08. In any action brought
      against any indemnified party, it shall notify the indemnifying party of the
      commencement thereof. The indemnifying party shall be entitled to participate
      in
      and, to the extent it shall wish, to assume and undertake the defense thereof
      with counsel reasonably satisfactory to such indemnified party and, after notice
      from the indemnifying party to such indemnified party of its election so to
      assume and undertake the defense thereof, the indemnifying party shall not
      be
      liable to such indemnified party under this Section 2.08 for any legal expenses
      subsequently incurred by such indemnified party in connection with the defense
      thereof other than reasonable costs of investigation and of liaison with counsel
      so selected; provided,
      however,
      that,
      (i) if the indemnifying party has failed to assume the defense or employ counsel
      reasonably acceptable to the indemnified party or (ii) 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 additional 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 reasonable expenses and
      fees
      of such separate counsel and other reasonable expenses related to such
      participation to be reimbursed by the indemnifying party as incurred.
      Notwithstanding any other provision of this Agreement, no indemnified party
      shall settle any action brought against it with respect to which it is entitled
      to indemnification hereunder without the consent of the indemnifying party,
      unless the settlement thereof imposes no liability or obligation on, and
      includes a complete and unconditional release from all liability of, the
      indemnifying party.

     

    (d)  Contribution.
      If the
      indemnification provided for in this Section 2.08 is held by a court or
      government agency of competent jurisdiction to be unavailable to any indemnified
      party or is insufficient to hold them harmless in respect of any Losses, then
      each such indemnifying party, in lieu of indemnifying such indemnified party,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such Loss in such proportion as is appropriate to reflect the relative
      fault of the indemnifying party on the one hand and of such indemnified party
      on
      the other in connection with the statements or omissions that resulted in such
      Losses, as well as any other relevant equitable considerations; provided,
      however,
      that in
      no event shall such Selling Holder be required to contribute an aggregate amount
      in excess of the dollar amount of proceeds (net of Selling Expenses) received
      by
      such Selling Holder from the sale of Registrable Securities giving rise to
      such
      indemnification. The relative fault of the indemnifying party on the one hand
      and the indemnified party on the other shall be determined by reference to,
      among other things, whether the untrue or alleged untrue statement of a material
      fact or the omission or alleged omission to state a material fact has been
      made
      by, or relates to, information supplied by such party, and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The parties hereto agree that it would not be just
      and equitable if contributions pursuant to this paragraph were to be determined
      by pro rata allocation or by any other method of allocation that does not take
      account of the equitable considerations referred to herein. The amount paid
      by
      an indemnified party as a result of the Losses referred to in the first sentence
      of this paragraph shall be deemed to include any legal and other expenses
      reasonably incurred by such indemnified party in connection with investigating
      or defending any Loss that is the subject of this paragraph. No person guilty
      of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any Person who is not
      guilty of such fraudulent misrepresentation.

     

    
      
        
        

      

      
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    (e)  Other
      Indemnification.
      The
      provisions of this Section 2.08 shall be in addition to any other rights to
      indemnification or contribution that an indemnified party may have pursuant
      to
      law, equity, contract or otherwise.

     

    Section
      2.09  Rule
      144 Reporting.
      With a
      view to making available the benefits of certain rules and regulations of the
      Commission that may permit the sale of the Registrable Securities to the public
      without registration, the Company agrees to use its commercially reasonable
      efforts to:

     

    (a)  make
      and
      keep public information regarding the Company available, as those terms are
      understood and defined in Rule 144 under the Securities Act, at all times from
      and after the date hereof;

     

    (b)  file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act at all times from
      and
      after the date hereof; and

     

    (c)  so
      long
      as a Holder owns any Registrable Securities, furnish, unless otherwise not
      available at no charge by access electronically to the Commission’s EDGAR filing
      system, to such Holder forthwith upon request a copy of the most recent annual
      or quarterly report of the Company, and such other reports and documents so
      filed as such Holder may reasonably request in availing itself of any rule
      or
      regulation of the Commission allowing such Holder to sell any such securities
      without registration.

     

    Section
      2.10  Transfer
      or Assignment of Registration Rights.
      The
      rights to cause the Company to register Registrable Securities granted to the
      Purchasers by the Company under this Article II may be transferred or assigned
      by any Purchaser to one or more transferee(s) or assignee(s) of such Registrable
      Securities or by total return swap; provided,
      however,
      that,
      except with respect to a total return swap, (a) unless such transferee is an
      Affiliate of such Purchaser, each such transferee or assignee holds Registrable
      Securities representing at least $10,000,000 of the Purchased Common Units,
      based on the Common Unit Price, (b) the Company is given written notice prior
      to
      any said transfer or assignment, stating the name and address of each such
      transferee and identifying the securities with respect to which such
      registration rights are being transferred or assigned, and (c) each such
      transferee assumes in writing responsibility for its portion of the obligations
      of such Purchaser under this Agreement.

     

    
      
        
        

      

      
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    Section
      2.11  Limitation
      on Subsequent Registration Rights.
      From
      and after the date hereof, the Company shall not, without the prior written
      consent of the Holders of a majority of the outstanding Registrable Securities,
      (i) enter into any agreement with any current or future holder of any securities
      of the Company that would allow such current or future holder to require the
      Company to include securities in any registration statement filed by the Company
      on a basis that is superior in any way to the piggyback rights granted to the
      Purchasers hereunder or (ii) grant registration rights to any other Person
      that
      would be superior to the Purchasers’ registration rights hereunder.

     

    ARTICLE
      III

    MISCELLANEOUS

     

    Section
      3.01  Communications.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by facsimile, electronic mail, courier service or personal
      delivery:

     

    (a)  if
      to the
      Company or a Purchaser, to the address set forth in Section 8.07 of the Purchase
      Agreement in accordance with the provisions of this Section 3.01;
      and

     

    (b)  if
      to a
      transferee of a Purchaser, to such Holder at the address provided pursuant
      to
      Section 2.10.

     

    All
      such
      notices and communications shall be deemed to have been received: at the time
      delivered by hand, if personally delivered; when receipt acknowledged, if sent
      via facsimile or electronic mail; and when actually received, if sent by courier
      service or any other means.

     

    Section
      3.02  Successor
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties, including subsequent Holders of Registrable
      Securities to the extent permitted herein.

     

    Section
      3.03  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
      3.04  Recapitalization,
      Exchanges, Etc.
      Affecting the Common Units.
      The
      provisions of this Agreement shall apply to the full extent set forth herein
      with respect to any and all units 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
      Registrable Securities, and shall be appropriately adjusted for combinations,
      unit splits, recapitalizations and the like occurring after the date of this
      Agreement.

     

    Section
      3.05  Specific
      Performance.
      Damages
      in the event of breach of this Agreement by a party hereto may be difficult,
      if
      not impossible, to ascertain, and it is therefore agreed that each such Person,
      in addition to and without limiting any other remedy or right it may have,
      will
      have the right to an injunction or other equitable relief in any court of
      competent jurisdiction, enjoining any such breach, and enforcing specifically
      the terms and provisions hereof, and each of the parties hereto hereby waives
      any and all defenses it may have on the ground of lack of jurisdiction or
      competence of the court to grant such an injunction or other equitable relief.
      The existence of this right will not preclude any such Person from pursuing
      any
      other rights and remedies at law or in equity that such Person may
      have.

     

    
      
        
        

      

      
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    Section
      3.06  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.

     

    Section
      3.07  Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    Section
      3.08  Governing
      Law.
      The
      Laws of the State of New York shall govern this Agreement without regard to
      principles of conflict of Laws.

     

    Section
      3.09  Severability
      of Provisions.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof or affecting or impairing the validity or enforceability
      of
      such provision in any other jurisdiction.

     

    Section
      3.10  Entire
      Agreement.
      This
      Agreement is 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 in respect of the subject matter contained
      herein. There are no restrictions, promises, warranties or undertakings, other
      than those set forth or referred to herein with respect to the rights granted
      by
      the Company set forth herein. This Agreement and the Purchase Agreement
      supersede all prior agreements and understandings between the parties with
      respect to such subject matter.

     

    Section
      3.11  Amendment.
      This
      Agreement may be amended only by means of a written amendment signed by the
      Company and the Holders of a majority of the then outstanding Registrable
      Securities; provided,
      however,
      that no
      such amendment shall materially and adversely affect the rights of any Holder
      hereunder without the consent of such Holder.

     

    Section
      3.12  No
      Presumption.
      If any
      claim is made by a party relating to any conflict, omission or ambiguity in
      this
      Agreement, no presumption or burden of proof or persuasion shall be implied
      by
      virtue of the fact that this Agreement was prepared by or at the request of
      a
      particular party or its counsel.

     

    Section
      3.13  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 Purchase Agreement 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 Purchase Agreement
      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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Section
      3.14  Interpretation.
      Article
      and Section 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 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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

     

    
      	 	 	 
	 	
              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