OMNIBUS AGREEMENT AMONG ENERVEST MANAGEMENT PARTNERS, LTD EV MANAGEMENT LLC EV ENERGY GP, LP EV ENERGY PARTNERS, LP AND EV PROPERTIES, L.P.Omnibus Agreement • September 1st, 2006 • EV Energy Partners, LP • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among EnerVest Management Partners, Ltd., a Texas limited partnership (“EnerVest”), EV Management LLC, a Delaware limited liability company (“EV Management”) EV Energy GP, LP, a Delaware limited partnership (the “General Partner”), EV Energy Partners, LP, a Delaware limited partnership (the “Partnership”), and EV Properties, L.P., a Delaware limited partnership (“OLP”). The above-named entities are sometimes referred to in this Agreement each as a “Party “ and collectively as the “Parties.”
First Amended and Restated Agreement of Limited Partnership of EV ENERGY GP, L.P.EV Energy Partners, LP • September 1st, 2006 • Crude petroleum & natural gas • Delaware
This First Amended and Restated Agreement of Limited Partnership of EV Energy GP, L.P., a Delaware limited partnership, dated effective as of [• ], 2006, is entered into by and among EV Management, L.L.C., a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CONTRIBUTION AGREEMENT EnerVest Management Partners, Ltd. EnerVest Operating, L.L.C. CGAS Exploration, Inc. EV Investors, L.P. EVCP GP, L.L.C. EV Clinton Properties, L.P. EnCap Energy Capital Fund V, L.P. EnCap V-B Acquisitions, L.P. EV Management,...Contribution Agreement • September 1st, 2006 • EV Energy Partners, LP • Crude petroleum & natural gas • Texas
This Contribution Agreement (“Agreement”), dated as of [•], 2006, is entered into by and among EnerVest Management Partners, Ltd., a Texas limited partnership (“EVMP”), EnerVest Operating, L.L.C., a Delaware limited liability company (“EVOC”), CGAS Exploration, Inc., an Ohio corporation (“CGAS”), EV Investors, L.P., a Delaware limited partnership (“Investors”), EVCP GP, L.L.C., a Delaware limited liability company (“Clinton GP”), EV Clinton Properties, L.P., a Delaware limited partnership (“Clinton LP”), EnCap Energy Capital Fund V, L.P., a Texas limited partnership (“EnCap Fund V”), EnCap V-B Acquisitions, L.P., a Texas limited partnership (“EnCap Fund V-B” and, together with EnCap Fund V, the “EnCap Funds”), EV Management, L.L.C., a Delaware limited liability company (“Management”), EV Energy GP, L.P., a Delaware limited partnership (the “General Partner”), and EV Energy Partners, L.P., a Delaware limited partnership (the “Partnership”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EV MANAGEMENT, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • September 1st, 2006 • EV Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EV Management, LLC, a Delaware limited liability company (the “Company”), executed on [ • ], 2006 (the “Effective Date”), is adopted, executed and agreed to, by EnerVest Management Partners, Ltd., a Texas limited partnership, as the sole Member of the Company (“EnerVest”).
