UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):    December 27, 2011 (December 21, 2011)

EV Energy Partners, L.P.
(Exact name of registrant as specified in charter)

Delaware
 
001-33024
 
20-4745690
(State of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)

1001 Fannin, Suite 800, Houston, Texas
 
77002
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (713) 651-1144
 
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  
¨        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 1.01 Entry into a Material Definitive Agreement.

EV Energy Partners, L.P. (the “Partnership”) entered into a First Amendment to Second Amended and Restated Credit Agreement, dated as of December 21, 2011.  The First Amendment provides for an increase in the borrowing base up to $800 million.

A copy of this First Amendment is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.
 
On December 21, 2011, EV Properties L.P, a partnership wholly owned by the Partnership, along with certain institutional partnerships managed by EnerVest, Ltd., the owner of EV Management LLC and the owner of 71.25% of the interest in the Partnership’s general partner, (collectively, the “EnerVest Partnerships”), closed the previously announced acquisition of oil and natural gas properties located in the Barnett Shale from Encana Oil & Gas (USA) Inc., a subsidiary of Encana Corporation (“Encana”).  The Partnership acquired a 31.633% interest in these assets for an adjusted purchase price of $269.85 million, subject to customary post-closing adjustments.   The purchase price and estimated proved reserves were reduced from those contained in the Partnership’s November 3, 2011 acquisition announcement because certain of the properties were not acquired, primarily due to remaining closing conditions for those properties. These property interests will be acquired if and when such remaining closing conditions are satisfied.  The acquisition was funded with borrowings under its credit facility.
  
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Partnership entered into a First Amendment to Second Amended and Restated Credit Agreement, dated as of December 21, 2011.  The First Amendment provides for an increase in the borrowing base up to $800 million.  Subsequent to the funding of the acquisition described in Item 2.01 above, the total debt outstanding under the Partnership’s credit facility is $660 million.

A copy of this First Amendment is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 22, 2011, the Partnership announced that it, along with the EnerVest Partnerships, closed both previously announced Barnett Shale acquisitions from two unrelated companies.  The Partnership acquired an approximate average 31.5% interest in these combined assets for an adjusted purchase price of $345.6 million, subject to customary post-closing adjustments.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01 Financial Statements and Exhibits.

 
(d)
Exhibits.

 
10.1
First Amendment dated December 21, 2011 to Second Amended and Restated Credit Agreement

 
99.1
News Release of EV Energy Partners, L.P. dated December 22, 2011
 
 
2
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
EV Energy Partners, L.P.
     
Dated: December 27, 2011
By:
/s/ MICHAEL E. MERCER
   
Michael E. Mercer
   
Senior Vice President and Chief Financial Officer of EV
Management LLC, general partner of EV Energy GP, L.P.,
general partner of EV Energy Partners, L.P
 
 
3
 

EXHIBIT INDEX

Exhibit No.
 
Description
     
10.1
 
First Amendment dated December 21, 2011 to Second Amended and Restated Credit Agreement
     
99.1
 
News Release of EV Energy Partners, L.P. dated December 22, 2011
 
 
 
 
 
Execution Version

First Amendment

to

Second Amended and Restated Credit Agreement

Dated as of
December 21, 2011

among

EV Properties, L.P.,
as Borrower,

The Guarantors,

JPMorgan Chase Bank, N.A. ,
as Administrative Agent,

and

The Lenders Signatory Hereto

 
 
 

First Amendment to Second Amended and Restated Credit Agreement

This First Amendment to Second Amended and Restated Credit Agreement (this “ First Amendment ”) dated as of December 20, 2011, is among EV Properties, L.P., a Delaware limited partnership (the “ Borrower ”); each of the undersigned guarantors (the “ Guarantors ”, and together with the Borrower, the “ Obligors ”); JPMorgan Chase Bank, N.A. , as administrative agent for the Lenders (in such capacity, together with its successors, the “ Administrative Agent ”); and the Lenders signatory hereto.

Recitals

A.           The Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of April 26, 2011 (as heretofore amended, modified or supplemented, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B.           The Guarantors are parties to that certain Second Amended and Restated Guaranty and Collateral Agreement dated as of April 26, 2011 made by the Borrower and each of the other Obligors in favor of the Administrative Agent (as heretofore amended, modified or supplemented, the “ Guaranty Agreement ”).

C.           The Borrower, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein.

D.           NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.          Defined Terms .  Each capitalized term which is defined in the Credit Agreement, but which is not defined in this First Amendment, shall have the meaning ascribed such term in the Credit Agreement.  Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement. For purposes of this First Amendment the following terms shall have the meanings given such terms below:

“ Acquisition ” means the acquisition of the Acquisition Properties pursuant to the terms and conditions of the Acquisition Documents.
 
“ Acquisition Documents ” means (a) that certain Purchase Agreement among Encana Oil & Gas (USA) Inc., as seller and Borrower, Enervest Energy Institutional Fund XII-WIC, L.P., Enervest Holding, L.P. and Enervest Energy Institutional Fund XII-WIB, L.P, collectively as buyer dated November 2, 2011, and (b) all bills of sale, assignments, agreements, instruments and documents executed and delivered in connection therewith, as amended.
 
“ Acquisition Properties ” means the Oil and Gas Properties and other Properties acquired by the Borrower pursuant to the Acquisition Documents.

 
 
 
Section 2.           Amendments to Credit Agreement .

2.1            Amendments to Section 1.02 .
 
(a)      The definition of “Agreement” is hereby amended in its entirety to read as follows:
 
“ Agreement ” means this Second Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto, as amended by the First Amendment, and as the same may be amended or supplemented from time to time.
 
(b)     The following definition is hereby added where alphabetically appropriate to read as follows:
 
“ First Amendment ” means that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of December 20, 2011, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.
 
Section 3.          Assignments and Reallocation of Commitments and Loans; Borrowing Base Increase.
 
3.1 Assignments and Reallocation of Commitments and Loans.   The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and Commitments.  The Administrative Agent and the Borrower hereby consent to such reallocation.  On the First Amendment Effective Date (as defined below) and after giving effect to such reallocations, the Applicable Percentage, Maximum Credit Amount and Commitment of each Lender shall be as set forth on Annex I of this First Amendment, which Annex I supersedes and replaces Annex I-A to the Credit Agreement (and Annex I-A to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex I attached hereto).  With respect to such reallocation, each Lender shall be deemed to have acquired the Maximum Credit Amount and Commitment allocated to it from each of the other Lenders pursuant to the terms of the Assignment and Assumption attached as Exhibit D to the Credit Agreement as if the Lenders had executed an Assignment and Assumption Agreement with respect to such allocation.  To the extent that the Commitments in effect immediately prior to the First Amendment Effective Date are reallocated (the “ Reallocation ”) pursuant to this paragraph, then, on the First Amendment Effective Date, the Lenders shall purchase and assume (without recourse or warranty) from the Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure to the extent necessary to ensure that after giving effect to the Reallocation, each Lender has outstanding Loans and participation interests in outstanding LC Exposure based on its Applicable Percentage as set forth on Annex I to this First Amendment.  Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the First Amendment Effective Date.  Each existing Lender shall be automatically deemed to have assigned any outstanding Loans on the First Amendment Effective Date and the Lenders and the Borrower each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences.  If, on the First Amendment Effective Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 5.02, as amended by this First Amendment, in connection with the reallocation of such outstanding Loans to effectuate the provisions of this paragraph.  On the First Amendment Effective Date, the Administrative Agent shall take the actions specified in Section 12.04(b)(v), including recording the assignments described herein in the Register, and such assignments shall be effective for purposes of the Credit Agreement.
 
 
Page 1
 
 
3.2 Borrowing Base Increase .  For the period from and including the First Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be $800,000,000.  Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Sections 2.07(e), Section 2.07(f), Section 8.13(c) or Section 9.12(d).
 
Section 4.          Conditions Precedent .  This First Amendment shall become effective on the date (such date, the “ First Amendment Effective Date ”) when each of the following conditions is satisfied (or waived in accordance with Section 12.02):

4.1 The Administrative Agent shall have received from all of the Lenders and the Obligors counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Persons.
 
4.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date.
 
4.3 The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower is concurrently consummating the Acquisition in accordance with the terms of the Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) and acquiring at least 85% of all of the Properties contemplated by the Acquisition Documents.
 
4.4 The Administrative Agent shall have received evidence satisfactory to it that all Liens on the Acquisition Properties (other than Excepted Liens) have been released or terminated, subject only to the filing of applicable termination statements or releases.
 
4.5     The Administrative Agent shall have received title information as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least 80% of the total value of the Acquisition Properties.

4.6     The Administrative Agent shall have received from the Borrower (i) duly executed counterparts (in such number as may be requested by the Administrative Agent) of Security Instruments, in form and substance satisfactory to the Administrative Agent, creating Liens on the Acquisition Properties in favor of the Administrative Agent, and (ii) such termination statements or releases deemed necessary or advisable by the Administrative Agent to terminate of record any existing Liens on the Acquisition Properties (or an agreement to provide such termination statements or releases from the holders of any such Liens, in form and substance satisfactory to the Administrative Agent).

 
Page 2
 
 
4.7 Both before and immediately after giving effect to this First Amendment, no Default shall have occurred and be continuing.
 
4.8 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.
 
The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective (and the First Amendment Effective Date shall occur) when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 12.02.  Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
 
Section 5.    Miscellaneous .
 
5.1 Confirmation .  The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the First Amendment Effective Date.
 
5.2 Ratification and Affirmation; Representations and Warranties .  Each Obligor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document and agrees that each Loan Document remains in full force and effect as expressly amended hereby; (c) agrees that from and after the First Amendment Effective Date each reference to the Credit Agreement in the Guaranty Agreement and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (d) represents and warrants to the Lenders that as of the date hereof: (i) all of the representations and warranties contained in each Loan Document are true and correct in all material respects (without duplication of materiality), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of materiality) as of such specified earlier date, (ii) no Default has occurred and is continuing and (iii) no event, development or circumstance has have occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.
 
5.3 Counterparts .  This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this First Amendment by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this First Amendment.
 
5.4 No Oral Agreement .  This First Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties.  There are no subsequent oral agreements between the parties.
 
 
Page 3
 
 
5.5 GOVERNING LAW .  THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
 
5.6 Payment of Expenses .  In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this First Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
 
5.7 Severability .  Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
5.8 Successors and Assigns .  This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[ Signature Pages Follow ]
 
 
Page 4
 
 
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed effective as of the First Amendment Effective Date.

BORROWER:
EV PROPERTIES, L.P.
     
 
By:
EV Properties GP, LLC, its general partner
       
   
By:
/ s/ MICHAEL E. MERCER
   
Name:
  Michael E. Mercer
   
Title:
  Senior Vice President and Chief
     
  Financial Officer

GUARANTORS:
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
 
Name:
  Michael E. Mercer
 
Title:
  Senior Vice President and Chief
   
  Financial Officer

 
EV PROPERTIES GP, LLC
       
 
By:
/ s/ MICHAEL E. MERCER
          Name: Michael E. Mercer
          Title:    Senior Vice President and Chief
                      Financial Officer
 
 
 
 

 
ENERVEST PRODUCTION
 
PARTNERS, LTD.
       
 
By:
EVPP GP, LLC, its general partner
       
 
By:
/ s/ MICHAEL E. MERCER
   
  Name:
Michael E. Mercer 
   
  Title: 
Senior Vice President and Chief 
   
 
Financial Officer
 
 
EVPP GP, LLC
       
 
By:
/ s/ MICHAEL E. MERCER
   
  Name:
Michael E. Mercer 
   
  Title: 
Senior Vice President and Chief 
   
 
Financial Officer
 
 
CGAS PROPERTIES, L.P.
   
 
By:
EVCG GP, LLC, its general partner
       
 
By:
/ s/ MICHAEL E. MERCER
   
  Name:
Michael E. Mercer 
   
  Title: 
Senior Vice President and Chief 
   
 
Financial Officer
 
 
 
 
 
 
ENERVEST-CARGAS, LTD.
     
 
By:
EVPP GP, LLC, its general partner
     
 
By:
/ s/ MICHAEL E. MERCER
   
  Name: Michael E. Mercer
   
  Title: Senior Vice President and Chief
   
Financial Officer
     
 
EVCG GP, LLC
     
 
By:
/ s/ MICHAEL E. MERCER
   
  Name: Michael E. Mercer
   
  Title: Senior Vice President and Chief
   
Financial Officer
     
 
ENERVEST MONROE MARKETING, LTD.
     
 
By:
EVPP GP, LLC, its general partner
     
 
By:
/ s/ MICHAEL E. MERCER
   
  Name: Michael E. Mercer
   
  Title: Senior Vice President and Chief
   
Financial Officer
     
 
ENERVEST MONROE GATHERING, LTD.
     
 
By:
EVPP GP, LLC, its general partner
     
 
By:
/ s/ MICHAEL E. MERCER
   
  Name: Michael E. Mercer
   
  Title: Senior Vice President and Chief
   
Financial Officer
 
 
 
 
 
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A. , as
 
Administrative Agent and a Lender
     
 
By:  
/ s/ RONALD DIERKER
 
Name:
  Ronald Dierker
 
Title:
  Managing Director
     
LENDERS:
BNP PARIBAS , as a Lender
     
 
By:  
/ s/ BESTY JOCHER
 
Name:
  Betsy Jocher
 
Title:
  Director
     
 
By:  
/ s/ MATTHEW TURNER
 
Name:
  Matthew Turner
 
Title:
  Vice-President
     
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
     
 
By:  
/ s/ MICHAEL REAL
 
Name:
  Michael Real
 
Title:
  Director
     
 
COMPASS BANK , as a Lender
     
 
By:  
/ s/ TREY LEWIS
 
Name:
  Trey Lewis
 
Title:
  Assistant Vice President
 
 
 
 
 
 
CITIBANK, N.A., as a Lender
     
 
By:  
/ s/ THOMAS BENAVIDES
 
Name:
  Thomas Benavides
 
Title:
  Senior Vice President
     
 
COMERICA BANK , as a Lender
     
 
By:  
/ s/ JUSTIN CRAWFORD
 
Name:
 Justin Crawford
 
Title:
 Vice President
     
 
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
     
 
By:  
/ s/ DARRELL STANLEY
 
Name:
  Darrell Stanley
 
Title:
  Managing Director
     
 
By:  
/ s/ MICHAEL WILLIS
 
Name:
  Michael Willis
 
Title:
  Managing Director
     
 
ING CAPITAL LLC, as a Lender
     
 
By:  
/ s/ JULIE BIESER
 
Name:
 Julie Bieser
 
Title:
 Director
 
 
 
 
 
 
ROYAL BANK OF CANADA , as a Lender
     
 
By:  
/ s/ MARK LUMPKIN, JR.
 
Name:
  Mark Lumpkin, Jr.
 
Title:
  Authorized Signatory
     
 
THE BANK OF NOVA SCOTIA, as a Lender
     
 
By:  
/ s/ T. DONOVAN
 
Name:
  T. Donovan
 
Title:
  Managing Director
     
 
UNION BANK, N.A., as a Lender
     
 
By:  
/ s/ PAUL E. CORNELL
 
Name:
  Paul E. Cornell
 
Title:
  Senior Vice President
     
 
U.S. BANK NATIONAL ASSOCIATION, as a Lender
     
 
By:  
/ s/ DARIA MAHONEY
 
Name:
  Daria Mahoney
 
Title:
  Vice President
     
 
AMEGY BANK NATIONAL ASSOCIATION , as a Lender
     
 
By:  
/ s/ CHARLES W. PATTERSON
 
Name:
  Charles W. Patterson
 
Title:
  Senior Vice President
 
 
 
 
 
 
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
     
 
By:  
/ s/ ARI BRUGER
 
Name:
  Ari Bruger
 
Title:
  Vice President
     
 
By:  
/ s/ MICHAEL SPAIGHT
 
Name:
 Michael Spaight
 
Title:
 Associate
     
 
THE FROST NATIONAL BANK, as a Lender
     
 
By:  
/ s/ ANDREW A. MERRYMAN
 
Name:
 Andrew A. Merryman
 
Title:
 Sr. Vice President
 
 
 
 


 
EV Energy Partners Announces Closing of Barnett Shale Acquisitions
 
HOUSTON, TX, Dec 22, 2011 — EV Energy Partners, L.P. (NASDAQ: EVEP) today announced it, along with certain institutional partnerships managed by EnerVest, Ltd., has closed both previously announced Barnett Shale acquisitions from two unrelated companies.  EVEP acquired an approximate 31.5 percent interest in the combined assets for an adjusted purchase price of $345.6 million, subject to customary post-closing adjustments.  The acquisitions were funded with borrowings under its revolving credit facility.  The estimated proved reserves for these acquisitions as of Jan. 1, 2012 at SEC prices, net to EVEP, are 364.2 Bcfe.
 
The purchase price and estimated proved reserves were reduced from those contained in EVEP's Nov. 3, 2011 acquisition announcement because certain of the properties were not acquired, primarily due to remaining closing conditions for those properties. These property interests will be acquired if and when such remaining closing conditions are satisfied.
 
In conjunction with these acquisitions, EVEP has increased the borrowing base under its credit facility to $800 million.  Debt currently outstanding under the facility, after funding of these acquisitions, is $660 million.
 
In addition, EVEP has recently added the following NYMEX crude oil, natural gas and natural gas liquids swaps:
 
   
Daily Volume
       
   
(MMBTU / BBLs)
   
Price
 
             
Natural Gas (NYMEX)
           
2012
    30,000     $ 3.404  
2013
    35,000     $ 4.036  
                 
Crude Oil (NYMEX)
               
2012
    335     $ 98.05  
2013
    650     $ 94.47  
2014
    400     $ 91.20  
                 
Ethane (Mt. Belvieu)
               
2012
    2,000     $ 29.18  
                 
Propane (Mt. Belvieu)
               
2012
    1,000     $ 53.97  
 
EV Energy Partners, L.P., is a Houston-based master limited partnership engaged in acquiring, producing and developing oil and gas properties.
 
This press release may include "forward-looking statements" as defined by the Securities and Exchange Commission. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the partnership, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, availability of sufficient cash flow to pay distributions and execute our business plan, prices and demand for natural gas and oil, our ability to replace reserves and efficiently develop our current reserves and other important factors that could cause actual results to differ materially from those projected as described in the Company's reports filed with the Securities and Exchange Commission available from us at www.evenergypartners.com or from the Securities and Exchange Commission at www.sec.gov.
 
(code #: EVEP/G)
 
EV Energy Partners, L.P.
Houston
Michael E. Mercer
713-651-1144

http://www.evenergypartners.com