UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 on
FORM 10–K/A
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
001-33024
EV Energy Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | | 20–4745690 (I.R.S. Employer Identification No.) |
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1001 Fannin, Suite 800, Houston, Texas (Address of principal executive offices) | | 77002 (Zip Code) |
Registrant’s telephone number, including area code: (713) 651-1144
Securities registered pursuant to Section 12(b) of the Act:
Common Units Representing Limited Partner Interests (Title of each class) | | NASDAQ Stock Market LLC (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well–known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES o NO þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S–K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III or any amendment to the
Form 10–K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b–2 of the Exchange Act. Check one:
Large accelerated filer o | | Accelerated filer þ |
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Non-accelerated filer o | | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).
YES o NO þ
The aggregate market value of the common units held by non–affiliates at June 30, 2008 based on the closing price on the NASDAQ Global Market on June 30, 2008 was $335,643,089.
As of March 2, 2009, the registrant had 13,130,471 common units outstanding.
This Amendment No. 1 on Form 10-K/A is being filed solely to amend and restate Exhibits 31.1 and 31.2 filed with the Form 10-K for the year ended December 31, 2008, previously filed with the Securities and Exchange Commission on March 13, 2009 (the “Original 10-K”). This Amendment No. 1 on Form 10-K/A amends only the items stated above and does not otherwise update disclosures for events that occurred subsequent to the original filing date of the Original Form 10-K.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) | List of Documents filed as part of this Report |
All financial statement of the Registrant as set forth under Item 8 of the Original Form 10–K.
| (2) | Financial Statement Schedules |
Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in our consolidated financial statements and related notes.
The exhibits listed below are filed or furnished as part of this report:
| 2.1 | Purchase and Sale Agreement by and among EV Properties, L.P. and Five States Energy Company, LLC dated November 10, 2006 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on November 17, 2006). |
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| 2.2 | Purchase and Sale Agreement by and among EV Properties, L.P. and Five States Energy Company, LLC dated November 10, 2006 (Incorporated by reference from Exhibit 2.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on November 17, 2006). |
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| 2.3 | Purchase and Sale Agreement between EV Properties, L.P. and EnerVest Energy Institutional Fund IX, L.P. and EnerVest Energy Institutional Fund IX–WI, L.P. dated January 9, 2007 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on January 16, 2007). |
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| 2.4 | Agreement of Sale and Purchase by and among EnerVest Monroe Limited Partnership, EnerVest Monroe Pipeline GP, L.C. and EnerVest Monroe Gathering, Ltd., as Seller, and EnerVest Production Partners, Ltd, as Buyer, dated March 7, 2007 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners L.P.’s current report on Form 8–K filed with the SEC on March 14, 2007). |
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| 2.5 | First Amendment to Agreement of Sale and Purchase by and among EnerVest Monroe Limited Partnership, EnerVest Monroe Pipeline GP, L.C., EnerVest Production Partners, Ltd and EVPP GP, LLC dated March 29, 2007 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on April 4, 2007). |
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| 2.6 | Purchase and Sale Agreement between Anadarko E&P Company LP and Kerr–McGee Oil and Gas Onshore LP, as Seller, and EnerVest Energy Institutional Fund X–A, L.P., EnerVest Energy Institutional Fund X–WI, L.P., EnerVest Energy Institutional Fund XI–A, L.P., EnerVest Energy Institutional Fund XI–WI, L.P., EnerVest Management Partners, Ltd., Wachovia Investment Holdings, LLC and EV Properties, L.P. dated April 13, 2007 (Incorporated by reference from Exhibit 2.3 to EV Energy Partners, L.P.’s quarterly report on Form 10–Q filed with the SEC on August 14, 2007). |
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| 2.7 | Asset Purchase and Sale Agreement between Plantation Operating, LLC, as Seller, and EV Properties, L.P., as Buyer, dated July 17, 2007 (Incorporated by reference from Exhibit 2.5 to EV Energy Partners, L.P.’s quarterly report on Form 10–Q filed with the SEC of November 14, 2007). |
| 2.8 | Agreement of Sale and Purchase between EnerVest Appalachia, L.P., as Seller, and EnerVest Production Partners, Ltd., as Buyer, dated November 16, 2007 (Incorporated by reference from Exhibit 2.8 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 14, 2008). |
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| 2.9 | Purchase and Sale Agreement between EV Properties, L.P. and EnerVest Energy Institutional Fund IX, L.P. and EnerVest Energy Institutional Fund IX-WI, L.P. dated August 11, 2008 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners L.P.’s current report on Form 8–k filed with the SEC on November 10, 2008). |
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| 3.1 | First Amended and Restated Partnership Agreement EV Energy Partners, L.P. (Incorporated by reference from Exhibit 3.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 3.2 | First Amended and Restated Partnership Agreement of EV Energy GP, L.P. (Incorporated by reference from Exhibit 3.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 3.3 | Amended and Restated Limited Liability Company Agreement of EV Management, LLC. (Incorporated by reference from Exhibit 3.3 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 3.4 | First Amendment dated April 15, 2008 to First Amended and Restated Partnership Agreement of EV Energy Partners, L.P., effective as of January 1, 2007 (Incorporated by reference from Exhibit 3.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on April 18, 2008). |
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| 10.1 | Omnibus Agreement, dated September 29, 2006, by and among EnerVest Management Partners, Ltd., EV Management, LLC, EV Energy GP, L.P., EV Energy Partners, L.P., and EV Properties, L.P. (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.2 | Contract Operating Agreement, dated September 29, 2006, by and among EnerVest Operating, L.L.C. and EnerVest Production Partners, L.P. (Incorporated by reference from Exhibit 10.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.3 | Contract Operating Agreement, dated September 29, 2006, by and among EnerVest Operating, L.L.C. and CGAS Properties, L.P. (Incorporated by reference from Exhibit 10.3 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| *10.4 | EV Energy Partners, L.P. Long–Term Incentive Plan (Incorporated by reference from Exhibit 10.4 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.5 | Contribution Agreement, dated September 29, 2006, by and among EnerVest Management Partners, Ltd., EVEC Holdings, LLC, EnerVest Operating, L.L.C., CGAS Exploration, Inc., EV Investors, L.P., , EVCG GP LLC, CGAS Properties, L.P., CGAS Holdings, LLC, EnCap Energy Capital Fund V, L.P., EnCap V-B Acquisitions, L.P., EnCap Fund V, EV Management, LLC, EV Energy GP, L.P., and EV Energy Partners, L.P. (Incorporated by reference from Exhibit 10.5 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.6 | Credit Agreement, dated September 29, 2006, by and among EV Properties, L.P. and JPMorgan Chase Bank, N.A., as administrative agent for the lenders named therein. (Incorporated by reference from Exhibit 10.6 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| *10.7 | Employment Agreement, dated October 1, 2006, by and between EV Management, LLC and Michael E. Mercer. (Incorporated by reference from Exhibit 10.7 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
| *10.8 | Employment Agreement, dated October 1, 2006, by and between EV Management, LLC and Kathryn S. MacAskie. (Incorporated by reference from Exhibit 10.8 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.9 | Purchase Agreement, dated February 27, 2007, by and among EV Energy Partners, L.P. and the Purchasers named therein (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on February 28, 2007). |
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| 10.10 | Registration Rights Agreement, dated February 27, 2007, by and among EV Energy Partners, L.P. and the Purchasers named therein (Incorporated by reference from Exhibit 10.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on February 28, 2007). |
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| 10.11 | Purchase Agreement, dated June 1, 2007, by and among EV Energy Partners, L.P. and the Purchasers named therein (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on June 4, 2007). |
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| 10.12 | Registration Rights Agreement, dated June 1, 2007, by and among EV Energy Partners, L.P. and the Purchasers named therein (Incorporated by reference from Exhibit 10.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on June 4, 2007). |
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| 10.13 | Amended and Restated Credit Agreement dated as of October 1, 2007, among EV Energy Partners, L.P., as Parent, EV Properties, L.P., as Borrower, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders named therein (Incorporated by reference from Exhibit 10.13 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 14, 2008). |
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| 10.14 | First Amendment dated August 28, 2008 to Amended and Restated Credit Agreement (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on September 4, 2008). |
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| 10.15 | Omnibus Agreement Extension, dated December 17, 2008, by and between EnerVest, Ltd. and EV Energy GP, L.P. (Incorporated by reference from Exhibit 10.15 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 13, 2009). |
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| 21.1 | Subsidiaries of EV Energy Partners, L.P. (Incorporated by reference from Exhibit 21.1 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 13, 2009) |
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| 23.1 | Consent of Cawley, Gillespie & Associates, Inc. (Incorporated by reference from Exhibit 23.1 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 13, 2009) |
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| 23.2 | Consent of Deloitte & Touche LLP(Incorporated by reference from Exhibit 23.2 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 13, 2009) |
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| +31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
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| +31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
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| +32 .1 | Section 1350 Certification of Chief Executive Officer |
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| +32.2 | Section 1350 Certification of Chief Financial Officer |
* Management contract or compensatory plan or arrangement
+ Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EV Energy Partners, L.P. | |
(Registrant) | |
Date: June 10, 2009 | |
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By: /s/ MICHAEL E. MERCER | |
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Michael E. Mercer | |
Chief Financial Officer of EV Management LLC, | |
general partner of EV Energy GP, L.P., | |
general partner of EV Energy Partners, L.P. | |
EXHIBIT INDEX
| 2.1 | Purchase and Sale Agreement by and among EV Properties, L.P. and Five States Energy Company, LLC dated November 10, 2006 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on November 17, 2006). |
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| 2.2 | Purchase and Sale Agreement by and among EV Properties, L.P. and Five States Energy Company, LLC dated November 10, 2006 (Incorporated by reference from Exhibit 2.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on November 17, 2006). |
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| 2.3 | Purchase and Sale Agreement between EV Properties, L.P. and EnerVest Energy Institutional Fund IX, L.P. and EnerVest Energy Institutional Fund IX–WI, L.P. dated January 9, 2007 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on January 16, 2007). |
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| 2.4 | Agreement of Sale and Purchase by and among EnerVest Monroe Limited Partnership, EnerVest Monroe Pipeline GP, L.C. and EnerVest Monroe Gathering, Ltd., as Seller, and EnerVest Production Partners, Ltd, as Buyer, dated March 7, 2007 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners L.P.’s current report on Form 8–K filed with the SEC on March 14, 2007). |
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| 2.5 | First Amendment to Agreement of Sale and Purchase by and among EnerVest Monroe Limited Partnership, EnerVest Monroe Pipeline GP, L.C., EnerVest Production Partners, Ltd and EVPP GP, LLC dated March 29, 2007 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on April 4, 2007). |
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| 2.6 | Purchase and Sale Agreement between Anadarko E&P Company LP and Kerr–McGee Oil and Gas Onshore LP, as Seller, and EnerVest Energy Institutional Fund X–A, L.P., EnerVest Energy Institutional Fund X–WI, L.P., EnerVest Energy Institutional Fund XI–A, L.P., EnerVest Energy Institutional Fund XI–WI, L.P., EnerVest Management Partners, Ltd., Wachovia Investment Holdings, LLC and EV Properties, L.P. dated April 13, 2007 (Incorporated by reference from Exhibit 2.3 to EV Energy Partners, L.P.’s quarterly report on Form 10–Q filed with the SEC on August 14, 2007). |
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| 2.7 | Asset Purchase and Sale Agreement between Plantation Operating, LLC, as Seller, and EV Properties, L.P., as Buyer, dated July 17, 2007 (Incorporated by reference from Exhibit 2.5 to EV Energy Partners, L.P.’s quarterly report on Form 10–Q filed with the SEC of November 14, 2007). |
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| 2.8 | Agreement of Sale and Purchase between EnerVest Appalachia, L.P., as Seller, and EnerVest Production Partners, Ltd., as Buyer, dated November 16, 2007 (Incorporated by reference from Exhibit 2.8 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 14, 2008). |
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| 2.9 | Purchase and Sale Agreement between EV Properties, L.P. and EnerVest Energy Institutional Fund IX, L.P. and EnerVest Energy Institutional Fund IX-WI, L.P. dated August 11, 2008 (Incorporated by reference from Exhibit 2.1 to EV Energy Partners L.P.’s current report on Form 8–k filed with the SEC on November 10, 2008). |
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| 3.1 | First Amended and Restated Partnership Agreement EV Energy Partners, L.P. (Incorporated by reference from Exhibit 3.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 3.2 | First Amended and Restated Partnership Agreement of EV Energy GP, L.P. (Incorporated by reference from Exhibit 3.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
| 3.3 | Amended and Restated Limited Liability Company Agreement of EV Management, LLC. (Incorporated by reference from Exhibit 3.3 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 3.4 | First Amendment dated April 15, 2008 to First Amended and Restated Partnership Agreement of EV Energy Partners, L.P., effective as of January 1, 2007 (Incorporated by reference from Exhibit 3.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on April 18, 2008). |
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| 10.1 | Omnibus Agreement, dated September 29, 2006, by and among EnerVest Management Partners, Ltd., EV Management, LLC, EV Energy GP, L.P., EV Energy Partners, L.P., and EV Properties, L.P. (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.2 | Contract Operating Agreement, dated September 29, 2006, by and among EnerVest Operating, L.L.C. and EnerVest Production Partners, L.P. (Incorporated by reference from Exhibit 10.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.3 | Contract Operating Agreement, dated September 29, 2006, by and among EnerVest Operating, L.L.C. and CGAS Properties, L.P. (Incorporated by reference from Exhibit 10.3 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| *10.4 | EV Energy Partners, L.P. Long–Term Incentive Plan (Incorporated by reference from Exhibit 10.4 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.5 | Contribution Agreement, dated September 29, 2006, by and among EnerVest Management Partners, Ltd., EVEC Holdings, LLC, EnerVest Operating, L.L.C., CGAS Exploration, Inc., EV Investors, L.P., , EVCG GP LLC, CGAS Properties, L.P., CGAS Holdings, LLC, EnCap Energy Capital Fund V, L.P., EnCap V-B Acquisitions, L.P., EnCap Fund V, EV Management, LLC, EV Energy GP, L.P., and EV Energy Partners, L.P. (Incorporated by reference from Exhibit 10.5 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.6 | Credit Agreement, dated September 29, 2006, by and among EV Properties, L.P. and JPMorgan Chase Bank, N.A., as administrative agent for the lenders named therein. (Incorporated by reference from Exhibit 10.6 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| *10.7 | Employment Agreement, dated October 1, 2006, by and between EV Management, LLC and Michael E. Mercer. (Incorporated by reference from Exhibit 10.7 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| *10.8 | Employment Agreement, dated October 1, 2006, by and between EV Management, LLC and Kathryn S. MacAskie. (Incorporated by reference from Exhibit 10.8 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on October 5, 2006). |
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| 10.9 | Purchase Agreement, dated February 27, 2007, by and among EV Energy Partners, L.P. and the Purchasers named therein (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on February 28, 2007). |
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| 10.10 | Registration Rights Agreement, dated February 27, 2007, by and among EV Energy Partners, L.P. and the Purchasers named therein (Incorporated by reference from Exhibit 10.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on February 28, 2007). |
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| 10.11 | Purchase Agreement, dated June 1, 2007, by and among EV Energy Partners, L.P. and the Purchasers named therein (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on June 4, 2007). |
| 10.12 | Registration Rights Agreement, dated June 1, 2007, by and among EV Energy Partners, L.P. and the Purchasers named therein (Incorporated by reference from Exhibit 10.2 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on June 4, 2007). |
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| 10.13 | Amended and Restated Credit Agreement dated as of October 1, 2007, among EV Energy Partners, L.P., as Parent, EV Properties, L.P., as Borrower, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders named therein (Incorporated by reference from Exhibit 10.13 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 14, 2008). |
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| 10.14 | First Amendment dated August 28, 2008 to Amended and Restated Credit Agreement (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s current report on Form 8–K filed with the SEC on September 4, 2008). |
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| 10.15 | Omnibus Agreement Extension, dated December 17, 2008, by and between EnerVest, Ltd. and EV Energy GP, L.P. (Incorporated by reference from Exhibit 10.15 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 13, 2009). |
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| 21.1 | Subsidiaries of EV Energy Partners, L.P. (Incorporated by reference from Exhibit 21.1 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 13, 2009) |
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| 23.1 | Consent of Cawley, Gillespie & Associates, Inc. (Incorporated by reference from Exhibit 23.1 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 13, 2009) |
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| 23.2 | Consent of Deloitte & Touche LLP(Incorporated by reference from Exhibit 23.2 to EV Energy Partners, L.P.’s annual report on Form 10–K filed with the SEC on March 13, 2009) |
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| +31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
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| +31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
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| +32 .1 | Section 1350 Certification of Chief Executive Officer |
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| +32.2 | Section 1350 Certification of Chief Financial Officer |
* Management contract or compensatory plan or arrangement
+ Filed herewith