EX 10.2


    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 June 1, 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.

     

    “February
      27 Registrable Securities”
means
      “Registrable Securities” as defined in the February 27 Registration Rights
      Agreement.

     

    “February
      27 Registration Rights Agreement”
means
      the Registration Rights Agreement dated as of February 27, 2007 by and among
      the
      Company and the purchasers named therein, as filed by the Company with the
      Commission as Exhibit 10.2 to Form 8-K on February 28, 2007.

     

    “February
      27 Registration Statement”
means
      a
“Registration Statement” as defined in the February 27 Registration Rights
      Agreement.

     

    “February
      27 Selling Holder”
means
      a
“Selling Holder” as defined in the February 27 Registration Rights
      Agreement.

     

    “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 $34.50.

     

    “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).


    
      
        
        

      

      
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      “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).

       

      “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

       


      
        
          
          

        

        
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      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 and (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.
        Notwithstanding the foregoing, the Company shall not file any Registration
        Statement with the Commission earlier than the initial filing of the
“Registration Statement” as defined in the February 27 Registration Rights
        Agreement.

       

      (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 accrue daily and 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

       


      
        
          
          

        

        
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      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.

       

      (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

       


      
        
          
          

        

        
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      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.

       

      (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.

       

      (e) No
        Obligation for Primary Offering by Purchasers.
        If (i)
        the Commission deems the registration of any Registrable Securities to be
        a
        primary offering by the Company or the Purchasers and (ii) the Commission
        prohibits the use of Rule 415 under the Securities Act (or any similar provision
        then in force) to sell Registrable Securities on a delayed or continuous
        basis,
        then no Purchaser shall be obligated to commit to any such primary offering
        to
        allow the Registration Statement to be declared effective by the Commission.
        For
        the avoidance of doubt, the Company shall be required to pay Liquidated Damages
        to the Purchasers in accordance with the terms of this Agreement regardless
        of
        any Purchaser’s failure to commit to any such primary offering to allow the
        Registration Statement to be declared effective by the Commission.

       

      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
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      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.

       

      (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

       


      
        
          
          

        

        
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      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),
        the
        EnerVest Holders and the February 27 Selling Holders who have requested
        participation in such Underwritten Offering. The pro rata allocations for
        each
        such Selling Holder, EnCap Holder, EnerVest Holder and February 27 Selling
        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, EnerVest Holders
        and
        February 27 Selling 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), Common Units (in the case of an EnCap Holder or
        EnerVest Holder) or February 27 Registrable Securities (in the case of a
        February 27 Selling 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, the number of Common Units owned by the EnCap Holders and the
        EnerVest Holders on such date and the number of February 27 Registrable
        Securities owned by the February 27 Selling Holders on such date, in each
        case
        to the extent that such Selling Holders, EnCap Holders, EnerVest Holders
        and
        February 27 Selling 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.

       

      (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


      
        
          
          

        

        
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      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;

       

      (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


      
        
          
          

        

        
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      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;

       

      (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


      
        
          
          

        

        
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      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;

       

      (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”


      
        
          
            
            

          

          
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      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(f), 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(f) 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.

       

      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.


      
        
          
          

        

        
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      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.

       

      (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


      
        
          
          

        

        
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      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.

       

      (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


      
        
          
          

        

        
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      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 indemnifying party
        shall settle any action brought against an indemnified party with respect
        to
        which it is entitled to indemnification hereunder without the consent of
        the
        indemnified party, unless the settlement thereof imposes no liability or
        obligation on, and includes a complete and unconditional release from all
        liability of, the indemnified 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.

       

      (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.


      
        
          
          

        

        
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      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.

       

      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:


      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      


      (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. In addition, all Registrable
        Securities held or acquired by Fiduciary/Claymore MLP Opportunity Fund and
        its
        Affiliates, on the one hand, and Energy Income and Growth Fund and its
        Affiliates, on the other hand, shall be aggregated together for purposes
        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.

       

      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.


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      


      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.


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


      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.

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

       

      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


        
          
            
            

          

          
            
              
                Registration
                  Rights Agreement

              

            

            
              

            

          

          
            
            

          

        

         

        

          STRUCTURED
            FINANCE AMERICAS LLC

           

           

          By: 
            /s/
            Sunil
            Hariani 
            
              

            

          

          Name:
            Sunil Hariani

          Title:
            VP

           

           

          STRUCTURED
            FINANCE AMERICAS LLC

           

           

          By: 
            /s/
            Jill
            H Rathjen NJB
            
            
              

            

          

          Name:
            Jill H Rathjen

          Title:
            VP

          


          
            
              
              

            

            
              
                
                  Registration
                    Rights Agreement

                  Signature
                    Page

                

              

              
                

              

            

            
              
              

            

          


          

            LEHMAN
              BROTHERS MLP OPPORTUNITY
              FUND L.P.

             

             

            By: 
              /s/
              Jeff
              Wood

            
              

            

            
            

            Name:
              Jeff Wood

            Title:
              Vice President

            


            


            



            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            


            FIDUCIARY/CLAYMORE
              MLP OPPORTUNITY
              FUND

             

             

            By: 
              /s/
              James
              J. Cunnane Jr.

            
              

            

            Name:
              James J. Cunnane Jr

            Title:
              Vice President


            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            


            


            ROYAL
              BANK OF CANADA

            By
              its agent RBC Capital Markets Corporation

             

             

            By: 
              /s/
              Josef
              Muskatel

            
              

            

            Name:
              Josef Muskatel

            Title:
              Director and Senior Counsel

             

            By: 
              /s/
              David
              Weiner

            
              

            

            Name:
              David Weiner

            Title:
              Managing Director

             

            



            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            


            TORTOISE
              CAPITAL RESOURCES CORPORATION

             

             

            By: 
              /s/
              David
              J. Schulte

            
              

            

            Name:
              David J. Schulte

            Title:
              Chief Executive Officer

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            ENERGY
              INCOME AND GROWTH FUND

             

             

            By: 
              /s/
              Walt
              Draney

            
              

            

            Name:

            Title:

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

            SWANK
              MLP CONVERGENCE FUND, LP

             

             

            By: 
              /s/
              Jerry
              V. Swank

            
              

            

            Name:
              Jerry V. Swank

            Title:
              Managing Partner

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            THE
              CUSHING MLP OPPORTUNITY FUND
              I, LP

             

             

            By: 
              /s/
              Jerry
              V. Swank

            
              

            

            Name:
              Jerry V. Swank

            Title:
              Managing Partner

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            ZLP
              FUND, L.P.

             

             

            By: 
              /s/
              Craig
              M. Lucas

            
              

            

            Name:
              Craig M. Lucas

            Title:
              Managing Member

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            HARTZ
              CAPITAL MLP, LLC

             

            By:
              Hartz
              Capital, Inc.,

            Its
              Manager

             

            By: 
              /s/
              Ronald J. Bangs

            
              

            

            Ronald
              J.
              Bangs

            Chief
              Operating Officer

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

            ALERIAN
              OPPORTUNITY PARTNERS VI,
              LP

            By:
              its
              General Partner, Alerian Opportunity

            Advisors
              VI LLC

             

            By: 
              /s/
              Gabriel Hammond

            
              

            

            Name:
              Gabriel Hammond

            Title:
              Managing Member

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            ALERIAN
              FOCUS PARTNERS LP

             

            By:
              its
              General Partner, Alerian Focus Advisors
              LLC

             

            By: 
              /s/
              Gabriel Hammond

            
              

            

            Name:
              Gabriel Hammond

            Title:
              Managing Member

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            ALERIAN
              CAPITAL PARTNERS LP

             

            By:
              its
              General Partner, Alerian Capital Advisors
              LLC

             

            By: 
              /s/
              Gabriel Hammond

            
              

            

            Name:
              Gabriel Hammond

            Title:
              Managing Member

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            CREDIT
              SUISSE MANAGEMENT LLC

             

             

            By: 
              /s/
              Shawn
              Sullivan

            
              

            

            Name:
              Shawn Sullivan

            Title:
              Managing Director

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            ISLA
              W. RECKLING T/U/W C.S. 

            MASTERSON
              SALIENT TRUST CO.

             

            By: 
              /s/
              Stephen D. Strake as
              agent

            
              

            

            Name:
              Stephen D. Strake

            Title:
              President

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            BERT
              WINSTON, JR. T/U/W C.S.

            MASTERSON
              SALIENT TRUST CO.

             

            By: 
              /s/
              Stephen D. Strake as
              agent

            
              

            

            Name:
              Stephen D. Strake

            Title:
              President

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            SALIENT
              TOTAL RETURN FUND QP, L.P.

             

            By: 
              /s/
              Jeremy Radcliffe

            
              

            

            Name:
              Jeremy Radcliffe

            Title:
              Managing Director

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            SALIENT
              TOTAL RETURN FUND, L.P.

             

            By: 
              /s/
              Jeremy Radcliffe

            
              

            

            Name:
              Jeremy Radcliffe

            Title:
              Managing Director

             

            
              
                
                

              

              
                
                  
                    Registration
                      Rights Agreement

                    Signature
                      Page

                  

                

                
                  

                

              

              
                
                

              

            

             

             

            GPS
              NEW EQUITY FUND LP

             

            By: 
              /s/
              Brett
              Messing

            
              

            

            Name:
              Brett Messing

            Title:
              Managing Partner, GPS Partners LLC

             

             

            
              
                
                

              

              
                
                  Registration
                    Rights Agreement

                  Signature
                    Page