0000950129-06-008482 Sample Contracts

Credit Agreement Dated as of September [ ], 2006 among EV Energy Partners, L.P., as Parent EV Properties, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, and Wachovia Bank, N.A., as Co-Syndication Agents, Compass...
Credit Agreement • September 15th, 2006 • EV Energy Partners, LP • Crude petroleum & natural gas • Texas

THIS CREDIT AGREEMENT dated as of September [ ], 2006, is among EV Energy Partners, L.P., a limited partnership duly formed and existing under the laws of the State of Delaware (the “Parent”), EV Properties, L.P., a limited partnership duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); BNP PARIBAS and (in its individual capacity, “BNP Paribas”) and WACHOVIA BANK, N.A. (in its individual capacity, “Wachovia”), as co-syndication agents for the Lenders (in such capacity, together with each of their successors in such capacity, the “Co-Syndication Agents”); and COMPASS BANK (in its individual capacity, “Compass”) and UNION BANK OF CALIFORNIA, N.A. (in its individual capacity, “UBOC”), as co-documentation age

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EV ENERGY PARTNERS, L.P. [•] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • September 15th, 2006 • EV Energy Partners, LP • Crude petroleum & natural gas • Texas

The undersigned, EV Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), EV Energy GP, L.P., a Delaware limited partnership and general partner of the Partnership (the “General Partner”), EV Management, LLC, a Delaware limited liability company and general partner of the General Partner (“GP LLC”), EV Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), EV Properties GP, LLC, a Delaware limited liability company and general partner of the Operating Partnership (the “Operating Partnership GP”), EnerVest Management Partners, Ltd., a Texas limited partnership (“EVMP”), CGAS Exploration, Inc., an Ohio corporation (“CGAS”), EnerVest Operating, LLC, a Texas limited liability company (“EVOC”), EnCap Energy Capital Fund V, L.P., a Texas limited partnership (“EnCap Fund V”), EnCap V-B Acquisitions, L.P., a Texas limited partnership (together with EnCap Fund V, the “EnCap Entities”), EVEC Holdings, LLC, a Delaware limited liability company (“EVH”)

A.A.P.L. FORM 610 — 1989 MODEL FORM OPERATING AGREEMENT DATED OPERATOR: EnerVest Operating LLC, acting as Contract Operator for ,LP CONTRACT AREA: COUNTY OR PARISH OF , STATE OF
Operating Agreement • September 15th, 2006 • EV Energy Partners, LP • Crude petroleum & natural gas • Texas

THIS AGREEMENT, entered into by and between EnerVest Operating LLC, acting as the contract operator for the other signatory party or parties, hereinafter designated and referred to as ‘Operator,’ and the signatory party or parties other than Operator, sometimes hereinafter referred to individually as “Non-Operator,” and collectively as “Non-Operators.”

EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2006 • EV Energy Partners, LP • Crude petroleum & natural gas • Texas

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of , 2006 (the “Effective Date”), by and between EV Management, LLC, a Delaware limited liability company (hereafter “Company”) and (hereafter “Executive”). The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

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