Unassociated Document


    Exhibit
10.15

     

    OMNIBUS
AGREEMENT EXTENSION

     

    This
Omnibus Agreement Extension (“Agreement”) is entered into on December 17, 2008,
and is by and between EnerVest, Ltd., (f/k/a EnerVest Management Partners, Ltd.)
a Texas limited partnership (“EnerVest”) and EV Energy GP, LP, a Delaware
limited partnership (the “General Partner”).

    


    WHEREAS,
the Omnibus Agreement (the “First Omnibus Agreement”), was entered into on
September 29, 2006, by and among EnerVest, EV Management LLC, a Delaware limited
liability company (“EV Management”), the General Partner, EV Energy
Partners, LP, a Delaware limited partnership (the “Partnership”), and EV
Properties, L.P., a Delaware limited partnership (“OLP”). Any capitalized term
not defined herein shall have the meaning set forth therein;

    


    WHEREAS,
pursuant to Section 3.3 of the First Omnibus Agreement, EnerVest and the General
Partner determine the amount of general and administrative expenses that will be
properly allocated to the Partnership after December 31, 2008;

    


    WHEREAS,
the First Omnibus Agreement automatically renews each year if it is not
terminated by either EnerVest or the General Partner; and

    


    WHEREAS,
neither party has terminated the First Omnibus Agreement.

    


    In
consideration of the premises and the covenants, conditions, and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, EnerVest and the General Partner
hereby agree as follows:

    


    1.               The
First Omnibus Agreement shall continue in effect until December 31, 2009,
subject to termination or automatic renewal on such date as provided in the
First Omnibus Agreement.

     

    2.               The
Partnership shall pay EnerVest a fee of $625,000 per month, $7.5 million
annually, for the services described in the First Omnibus Agreement, subject to
adjustment as provided in Section 3.3 therein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit
10.15

    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement on, and effective
as of, the date first set forth above.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	ENERVEST,
      LTD.	 
	 	 	 	 
	 	
                                                By:
      

                                              	EnerVest
      Management GP, L.C., 

                                                its
      general partner

                                              	 
	 	 	 	 
	 	

                                                By:
      

                                              	/s/ Mark A. Houser	 
	 	 	Mark
      A. Houser	 
	 	 	Executive
      Vice President and	 
	 	 	Chief
      Operating Officer	 
	 	 	 	 
	 	EV ENERGY GP,
    L.P.	 
	 	 	 	 
	 	

                                                By:
      

                                              	EV
      Management, L.L.C.,	 
	 	 	a
      Delaware limited liability company	 
	 	 	its
      General Partner	 
	 	 	 	 
	 	

                                                By:
      

                                              	/s/ Mark A. Houser	 
	 	 	Mark
      A. Houser 

                                                President
      and Chief Operating Officer