EX 10.1


    
      COMMON
        UNIT PURCHASE AGREEMENT

       

      BY
        AND AMONG

       

      EV
        ENERGY PARTNERS, L.P.

       

      AND

       

      THE
        PURCHASERS NAMED HEREIN

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      COMMON
        UNIT PURCHASE AGREEMENT

      
         

        This
          COMMON UNIT PURCHASE AGREEMENT, dated as of June 1, 2007 (this “Agreement”),
          is by
          and among EV Energy Partners, L.P., a Delaware limited partnership (the
          “Company”),
          and
          each of the
          Purchasers named in Schedule
          2.01 (each,
          a
“Purchaser”
and,
          collectively, the “Purchasers”).

         

        WHEREAS,
          the Company desires to sell an aggregate of approximately $117,600,012.00
          of
          Common Units to the Purchasers, and the Purchasers desire to purchase an
          aggregate of approximately $117,600,012.00 of Common Units from the Company,
          each in accordance with the provisions of this Agreement; and

         

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

         

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

         

        ARTICLE
          I

        DEFINITIONS

         

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

         

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

         

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

         

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

         

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

         

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

         

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


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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


          
            
              
              

            

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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


          
            
              
              

            

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Stock
            Exchange”
means
            The Nasdaq Global Market.

           

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

           

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

           

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


          
            
              
              

            

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

           

          ARTICLE
            II

          SALE
            AND PURCHASE

           

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

           

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

           

          (b) Consideration.
            The
            amount per Common Unit each Purchaser will pay to the Company to purchase
            the
            Purchased Common Units (the “Common
            Unit Price”)
            shall
            be $34.50.

           

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


          
            
              
              

            

            
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          ARTICLE
            III

          REPRESENTATIONS
            AND WARRANTIES OF THE COMPANY

           

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

           

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

           

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

           

          (a) As
            of the
            date of this Agreement, and prior to the issuance and sale of the Purchased
            Common Units, the issued and outstanding equity interests of the Company
            consist
            of 8,430,743 Common Units, 3,100,000 Subordinated Units, the General
            Partner
            Interest and the Incentive Distribution Rights. All of the outstanding
            Equity
            Interests have been duly authorized and validly issued in accordance
            with
            applicable Law and the Company Organizational Document and are fully
            paid (to
            the extent required by applicable Law and under the Company Organizational
            Document) and non-assessable (except as such non-assessability may be
            affected
            by Sections 17-303, 17-607 and 17-804 of the Company Organizational
            Law).

           

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


          
            
              
              

            

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

           

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

           

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

           

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

           

          Section
            3.03. Company
            SEC Documents.
            Since
            the date of the Company’s initial public offering, (i) the Company has filed
            with the Commission all forms, registration statements, reports, schedules
            and
            statements required to be filed by it under the Exchange Act or the Securities
            Act (all such documents filed on or prior to the date of this Agreement,
            collectively, the “Company
            SEC Documents”)
            and
            (ii) the Company has timely filed with the Commission all Company SEC
            Documents
            described in General Instruction I.A.3.(b) of Form S-3. The


          
            
              
              

            

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

             

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

             

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

             

            Section
              3.06. No
              Breach.
              The
              execution, delivery and performance by the Company of the Basic Documents
              to
              which it is a party and all other agreements and instruments in connection
              with
              the transactions contemplated by the Basic Documents, and compliance
              by the
              Company with the terms and provisions hereof and thereof, do not and
              will not
              (a) violate any provision of any Law, governmental permit, determination
              or
              award having applicability to the Company or any of its Subsidiaries
              or any of
              their respective Properties, (b) conflict with or result in a violation
              of any
              provision of any of the organizational documents of the Company or
              any of its
              Subsidiaries, (c) require any consent, approval or notice under or
              result in a
              violation or breach of or constitute (with or without due notice or
              lapse of
              time or both) a default (or give rise to any right of termination,
              cancellation
              or acceleration) under (i) any note, bond, mortgage,


            
              
                
                

              

              
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            license,
              or loan or credit agreement to which the Company or any of its Subsidiaries
              is a
              party or by which the Company or any of its Subsidiaries or any of
              their
              respective Properties may be bound or (ii) any other agreement, instrument
              or
              obligation, or (d) result in or require the creation or imposition
              of any Lien
              upon or with respect to any of the Properties now owned or hereafter
              acquired by
              the Company or any of its Subsidiaries, except in the cases of clauses
              (a), (c)
              and (d) where such violation, default, breach, termination, cancellation,
              failure to receive consent or approval, or acceleration with respect
              to the
              foregoing provisions of this Section 3.06 would not, individually or
              in the
              aggregate, reasonably be expected to have a Company Material Adverse
              Effect.

             

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

             

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

             

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

             

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


            
              
                
                

              

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

             

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

             

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

             

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

             

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

             

            Section
              3.16. Insurance.
              The
              Company and its Subsidiaries are insured by insurers of recognized
              financial
              responsibility against such losses and risks as the Company believes
              in
              its


            
              
                
                

              

              
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            discretion
              are prudent for its businesses. The Company does not have any reason
              to believe
              that it or any Subsidiary will not be able to renew its existing insurance
              coverage as and when such coverage expires or to obtain similar coverage
              from
              similar insurers as may be necessary to continue its business.

             

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

             

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

             

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


            
              
                
                

              

              
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            ARTICLE
              IV

            REPRESENTATIONS
              AND WARRANTIES OF EACH PURCHASER

             

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

             

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

             

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

             

            Section
              4.03. Investment.
              The
              Purchased Common Units are being acquired for such Purchaser’s own account, or
              the accounts of clients for whom such Purchaser exercises discretionary
              investment authority (all of whom such Purchaser represents and warrants
              are
“accredited investors” within the meaning of Rule 501 of Regulation D
              promulgated by the Commission pursuant to the Securities Act), not
              as a nominee
              or agent, and with no present intention of distributing the Purchased
              Common
              Units or any part thereof, and such Purchaser has no present intention
              of
              selling or granting any participation in or otherwise distributing
              the same in
              any transaction in violation of the securities Laws of the United States
              of
              America or any state, without prejudice, however, to such Purchaser’s right at
              all times to sell or otherwise dispose of all or any part of the Purchased
              Common Units under a registration statement under the Securities Act
              and
              applicable state securities Laws or under an exemption from such registration
              available thereunder (including, if available, Rule 144 under the Securities
              Act). If such Purchaser should in the future decide to dispose of any
              of the
              Purchased Common Units, such Purchaser understands and agrees (a) that
              it may do
              so only (i) in compliance with the


            
              
                
                

              

              
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            Securities
              Act and applicable state securities Law, as then in effect, or pursuant
              to an
              exemption therefrom or (ii) in the manner contemplated by any registration
              statement pursuant to which such securities are being offered, and
              (b) that
              stop-transfer instructions to that effect will be in effect with respect
              to such
              securities. Notwithstanding the foregoing, each Purchaser may at any
              time enter
              into one or more total return swaps with respect to such Purchaser’s Purchased
              Common Units with a third party provided that such transactions are
              exempt from
              registration under the Securities Act.

             

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

             

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

             

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

             

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

             

            Section
              4.08. Legend.
              It is
              understood that the certificates evidencing the Purchased Common Units
              initially
              will bear the following legend: “These securities have not been registered under
              the Securities Act of 1933, as amended. These securities may not be
              sold,
              offered for sale, pledged (except in connection with a bona fide margin
              account
              or other loan or financing arrangement secured by these securities)
              or
              hypothecated in the absence of a registration statement in effect with
              respect
              to the securities under such Act or pursuant to an exemption from registration
              thereunder and, in the case of a transaction exempt from


            
              
                
                

              

              
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            registration,
              unless sold pursuant to Rule 144 under such Act or the issuer has received
              documentation reasonably satisfactory to it that such transaction does
              not
              require registration under such Act.” For the avoidance of doubt, the Purchased
              Common Units may be pledged in connection with a bona fide margin account
              or
              other loan or financing arrangement secured by such Purchased Common
              Units and
              such pledge shall not be deemed to be a transfer, sale or assignment
              of such
              Purchased Common Units, and no buyer effecting such a pledge shall
              be required
              to provide the Company with any notice thereof or otherwise make any
              delivery to
              the Company pursuant to this Agreement or any other Basic Document.

             

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

             

            ARTICLE
              V

            COVENANTS

             

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

             

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


            
              
                
                

              

              
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            Purchased
              Common Units purchased by such Purchaser; or (ii) transfer its Purchased
              Common
              Units to an Affiliate of such Purchaser or to any other Purchaser or
              an
              Affiliate of such other Purchaser provided that such Affiliate agrees
              to the
              restrictions in this Section 5.02.

             

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

             

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

             

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


            
              
                
                

              

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

             

            ARTICLE
              VI

            CLOSING
              DELIVERIES

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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


            
              
                
                

              

              
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            ARTICLE
              VII

            INDEMNIFICATION,
              COSTS AND EXPENSES

             

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

             

            Section
              7.02. Indemnification
              Procedure.
              Promptly after any Indemnified Party has received notice of any indemnifiable
              claim hereunder, or the commencement of any action or proceeding by
              a third
              party, which the Indemnified Party believes in good faith is an indemnifiable
              claim under this Agreement, the Indemnified Party shall give the indemnitor
              hereunder (the “Indemnifying
              Party”)
              written notice of such claim or the commencement of such action or
              proceeding,
              but failure to so notify the Indemnifying Party will not relieve the
              Indemnifying Party from any liability it may have to such Indemnified
              Party
              hereunder except to the extent that the Indemnifying Party is materially
              prejudiced by such failure. Such notice shall state the nature and
              the basis of
              such claim to the extent then known. The Indemnifying Party shall have
              the right
              to defend and settle, at its own expense and by its own counsel who
              shall be
              reasonably acceptable to the Indemnified Party, any such matter as
              long as the
              Indemnifying Party pursues the same diligently and in good faith. If
              the
              Indemnifying Party undertakes to defend or settle, it shall promptly
              notify the
              Indemnified Party of its intention to do so, and the Indemnified Party
              shall
              cooperate with the Indemnifying Party and its counsel in all commercially
              reasonable respects in the defense thereof and the settlement thereof.
              Such
              cooperation shall include furnishing the Indemnifying Party with any
              books,
              records and other information reasonably requested by the Indemnifying
              Party and
              in the Indemnified Party’s possession or control. Such cooperation of the
              Indemnified Party shall be at the cost of the Indemnifying Party. After
              the
              Indemnifying Party has notified the Indemnified Party of its intention
              to
              undertake to defend or settle any such asserted liability, and for
              so long as
              the Indemnifying Party diligently pursues such defense, the Indemnifying
              Party
              shall not be liable for any additional legal expenses incurred by the
              Indemnified Party in connection with any defense or settlement of such
              asserted
              liability; provided,
              however,
              that
              the Indemnified Party shall be entitled (i) at its expense, to participate
              in
              the defense of such asserted liability and the negotiations of the
              settlement
              thereof and (ii) if (A) the Indemnifying Party has failed to assume
              the defense
              or employ counsel reasonably acceptable to the Indemnified Party or
              (B) if the
              defendants in any such action include both the Indemnified Party and
              the
              Indemnifying Party and counsel to the Indemnified Party shall have
              concluded
              that there may be reasonable defenses available to the Indemnified
              Party that
              are different from or in addition to those available to the Indemnifying
              Party
              or if the interests of the Indemnified Party reasonably may be deemed
              to


            
              
                
                

              

              
                -17-

                
                  

                

              

              
                
                

              

            


            conflict
              with the interests of the Indemnifying Party, then the Indemnified
              Party shall
              have the right to select a separate counsel and to assume such legal
              defense and
              otherwise to participate in the defense of such action, with the expenses
              and
              fees of such separate counsel and other expenses related to such participation
              to be reimbursed by the Indemnifying Party as incurred. Notwithstanding
              any
              other provision of this Agreement, the Indemnifying Party shall not
              settle any
              indemnified claim without the consent of the Indemnified Party, unless
              the
              settlement thereof imposes no liability or obligation on, involves
              no admission
              of wrongdoing or malfeasance by, and includes a complete release from
              liability
              of, the Indemnified Party.

             

            ARTICLE
              VIII

            MISCELLANEOUS

             

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

             

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

             

            Section
              8.03. No
              Waiver; Modifications in Writing.

             

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


            
              
                
                

              

              
                -18-

                
                  

                

              

              
                
                

              

            


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

             

            Section
              8.04. Binding
              Effect; Assignment.

             

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

             

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

             

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

             

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

             

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


            
              
                
                

              

              
                -19-

                
                  

                

              

              
                
                

              

            


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

             

            (a) If
              to the
              Company:

             

            EV
              Energy
              Partners, L.P.

            1001
              Fannin Street, Suite 800

            Houston,
              Texas 77002

            Attention:
              Michael E. Mercer

            Telephone:
              (713) 651-1144

            Facsimile:
              (713) 651-1260

            Email:
              mmercer@evenergypartners.com

             

            with
              a
              copy to:

             

            Haynes
              and Boone, LLP

            1221
              McKinney Street, Suite 2100

            Houston,
              Texas 77010

            Attention:
              Guy Young

            Telephone:
              (713) 547-2081

            Facsimile:
              (713) 236-5699

            Email:
              young@haynesboone.com

             

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

             

            ZLP
              Fund,
              L.P.

            Harborside
              Financial Center

            Plaza
              10,
              Suite 301

            Jersey
              City, New Jersey 07311

            Attention:
              Daniel M. Lynch

            Telephone:
              (212) 440-0741

            Facsimile:
              (201) 716-1425

            Email:
              lynch@zimmerlucas.com

             

            with
              a
              copy to:

             

            Pillsbury
              Winthrop Shaw Pittman LLP

            1540
              Broadway

            New
              York,
              New York 10036-4039

            Attention:
              Jeffrey J. Delaney, Esq.

            Telephone:
              (212) 858-1000

            Facsimile:
              (212) 858-1500

            Email:
              jeffrey.delaney@pillsburylaw.com

             


            
              
                
                

              

              
                -20-

                
                  

                

              

              
                
                

              

            


            (c) If
              to
              Credit Suisse Management LLC:

             

            Credit
              Suisse Management LLC

            1
              Madison
              Avenue

            New
              York,
              New York 10010

            Attention:
              Jerrold Gordon

            Telephone:
              (212) 538-6320

            Facsimile:
              (212) 538-4095

            Email:
              jerrold.gordon@credit-suisse.com

             

            (d) If
              to
              Structured Finance Americas, LLC:

             

            Structured
              Finance Americas, LLC

            c/o
              Deutsche Bank Securities Inc.

            60
              Wall
              Street, 4th Floor

            New
              York,
              New York 10005

            Attention:
              Sunil Hariani

            Telephone:
              (212) 250-6340

            Facsimile:
              (212) 797-9358

            Email:
              equitynotice@list.db.com

             

            with
              a
              copy to:

             

            Structured
              Finance Americas, LLC

            c/o
              Deutsche Bank Securities Inc.

            60
              Wall
              Street, 13th Floor

            New
              York,
              New York 10005

            Attention:
              Elia Kourtesiadou

            Facsimile:
              (732) 578-3927

             

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

             

            Royal
              Bank of Canada by its agent RBC Capital Markets Corporation

            1
              Liberty
              Plaza, 2nd Floor

            New
              York,
              New York 10006

            Attention:
              Joe Muskatel

             

            (f) If
              to
              Alerian Opportunity Partners VI, L.P., Alerian Capital Partners LP,
              or Alerian
              Focus Partners LP:

             

            Goldman,
              Sachs & Co.

            One
              New
              York Plaza, 44th
              Floor

            New
              York,
              New York 10004

            Attention:
              Ryan Shah

            Phone:
              (212) 357-1860

            Facsimile:
              (212) 256-5940


            
              
                
                

              

              
                -21-

                
                  

                

              

              
                
                

              

            


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

            GPS
              Income Fund LP

             

            GPS
              High
              Yield Equities Fund LP

            GPS
              New
              Equity Fund LP

            Agile
              Performance Fund, LLC

            c/o
              GPS
              Partners

            100
              Wilshire Boulevard, Suite 900

            Santa
              Monica, California 90401

            Attention:
              Jeff Farron

            Phone:
              (310) 496-5365

            Facsimile:
              (310) 496-5399

            Email:
              farron@gpsfund.com

             

            (h) If
              to
              Lehman Brothers MLP Opportunity Fund L.P.:

             

            Lehman
              Brothers MLP Opportunity Fund L.P.

            399
              Park
              Avenue, 9th Floor

            New
              York,
              New York 10022

            Attention:
              Michael J. Cannon

            Phone:
              (212) 526-0029

             

            (i) If
              to
              Hartz Capital MLP, LLC:

             

            Hartz
              Capital MLP, LLC

            400
              Plaza
              Drive

            Secaucus,
              New Jersey 07094

            Attention:
              Noah Lerner

            Phone:
              (201) 272-6004

            Facsimile:
              (201) 866-6387

             

            With
              a
              copy to:

             

            Hartz
              Capital Inc.

            400
              Plaza
              Drive

            Secaucus,
              New Jersey 07094

            Attention:
              Timothy P. Terry

            Phone:
              (201) 272-6041

            Facsimile:
              (201) 866-6387

             

            (j) If
              to
              Swank MLP Convergence Fund, LP or The Cushing MLP Opportunity Fund
              I.,
              LP

             

            Swank
              Capital, LLC

            3300
              Oak
              Lawn, Suite 650

            Dallas,
              Texas 75219

            Attention:
              Dan Spears

            Phone:
              (214)
              635-1676


            
              
                
                

              

              
                -22-

                
                  

                

              

              
                
                

              

            


            Facsimile:
              (214) 219-2353

            


            (k) If
              to
              Energy Income and Growth Fund or Fiduciary/Claymore MLP Opportunity
              Fund:

             

            c/o:
              Fiduciary Asset Management

            8112
              Maryland Avenue, Suite 400

            St.
              Louis, Missouri 63105

            Attention:
              Jim Cunnane

            Facsimile:
              (314) 863-4360

            


            (l) If
              to
              Isla W. Reckling T/U/W C.S. Masterson, Bert Winston, Jr. T/U/W C.S.
              Masterson,
              Salient Total Return Fund, L.P. or Salient Total Return Fund QP,
              L.P.:

            c/o
              Salient Trust Co., LTA

            4265
              San
              Felipe, Suite 900

            Houston,
              Texas 77027

            Attention:
              Sherry Ashley

            Phone:
              (713) 993-4648

            Facsimile:
              (713) 993-4098

            Email:
              sashley@salientpartners.com

             

            (m) 
              If to
              Tortoise Capital Resources Corporation:

            


            Tortoise
              Capital Resource Corporation

            10801
              Mastin Blvd., Suite 222

            Overland
              Park, Kansas 66210

            Attention:
              David J. Schulte

            Phone:
              (913) 981-1020

            Facsimile:
              (913) 981-1021

            Email:
              dschulte@tortoiseadvisors.com

             

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

             

            Section
              8.08. Removal
              of Legend.
              The
              Company shall remove the legend described in Section 4.08 from the
              certificates
              evidencing the Purchased Common Units at the request of a Purchaser
              submitting
              to the Company such certificates, together with such other documentation
              as may
              be reasonably requested by the Company or required by its transfer
              agent, unless
              the Company, with the advice of counsel, reasonably determines that
              such removal
              is inappropriate; provided that no opinion of counsel shall be required
              in the
              event a Purchaser is effecting a sale of such Purchased Common Units
              pursuant to
              Rule 144 under the Securities Act or an effective

            
 

            
              
                
                  
                  

                

                
                  -23-

                  
                    

                  

                

                
                  
                  

                

              

            

            


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

             

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

             

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

             

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


            
              
                
                

              

              
                -24-

                
                  

                

              

              
                
                

              

            


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

             

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

             

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

             

            
              
                
                

              

              
                -25-

                
                  

                

              

              
                
                

              

            

             

            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


            
              
                
                

              

              
                
                  Common
                    Unit Purchase 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

              


              
                
                  
                  

                

                
                  
                    Unit
                      Purchase Agreement

                    Signature
                      Page

                  

                  
                    

                  

                

                
                  
                  

                

              


              

                LEHMAN
                  BROTHERS MLP OPPORTUNITY
                  FUND L.P.

                 

                 

                By: 
                  /s/
                  Jeff
                  Wood

                
                  

                

                
                

                Name:
                  Jeff Wood

                Title:
                  Vice President

                


                


                



                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                FIDUCIARY/CLAYMORE
                  MLP OPPORTUNITY
                  FUND

                 

                 

                By: 
                  /s/
                  James
                  J. Cunnane Jr.

                
                  

                

                Name:
                  James J. Cunnane Jr

                Title:
                  Vice President


                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase 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

                 

                



                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                TORTOISE
                  CAPITAL RESOURCES CORPORATION

                 

                 

                By: 
                  /s/
                  David
                  J. Schulte

                
                  

                

                Name:
                  David J. Schulte

                Title:
                  Chief Executive Officer

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                ENERGY
                  INCOME AND GROWTH FUND

                 

                 

                By: 
                  /s/
                  Walt
                  Draney

                
                  

                

                Name:

                Title:

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                SWANK
                  MLP CONVERGENCE FUND, LP

                 

                 

                By: 
                  /s/
                  Jerry
                  V. Swank

                
                  

                

                Name:
                  Jerry V. Swank

                Title:
                  Managing Partner

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                THE
                  CUSHING MLP OPPORTUNITY FUND
                  I, LP

                 

                 

                By: 
                  /s/
                  Jerry
                  V. Swank

                
                  

                

                Name:
                  Jerry V. Swank

                Title:
                  Managing Partner

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                ZLP
                  FUND, L.P.

                 

                 

                By: 
                  /s/
                  Craig
                  M. Lucas

                
                  

                

                Name:
                  Craig M. Lucas

                Title:
                  Managing Member

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                HARTZ
                  CAPITAL MLP, LLC

                 

                By:
                  Hartz
                  Capital, Inc.,

                Its
                  Manager

                 

                By: 
                  /s/
                  Ronald J. Bangs

                
                  

                

                Ronald
                  J.
                  Bangs

                Chief
                  Operating Officer

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase 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

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase 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

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase 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

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                CREDIT
                  SUISSE MANAGEMENT LLC

                 

                 

                By: 
                  /s/
                  Shawn
                  Sullivan

                
                  

                

                Name:
                  Shawn Sullivan

                Title:
                  Managing Director

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase 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

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase 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

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                SALIENT
                  TOTAL RETURN FUND QP, L.P.

                 

                By: 
                  /s/
                  Jeremy Radcliffe

                
                  

                

                Name:
                  Jeremy Radcliffe

                Title:
                  Managing Director

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                SALIENT
                  TOTAL RETURN FUND, L.P.

                 

                By: 
                  /s/
                  Jeremy Radcliffe

                
                  

                

                Name:
                  Jeremy Radcliffe

                Title:
                  Managing Director

                 

                
                  
                    
                    

                  

                  
                    
                      Unit
                        Purchase Agreement

                      Signature
                        Page

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                GPS
                  NEW EQUITY FUND LP

                 

                By: 
                  /s/
                  Brett
                  Messing

                
                  

                

                Name:
                  Brett Messing

                Title:
                  Managing Partner, GPS Partners LLC

                 

                 

                
                  
                    
                    

                  

                  
                    Unit
                      Purchase Agreement

                    Signature
                      Page