Item 1.01 Entry into a Material Definitive Agreement.

On August 28, 2008, EV Energy Partners, L.P. (the "Partnership") entered into a First Amendment to Amended and Restated Credit Facility to reflect a maximum borrowing availability of $700 million, subject to a borrowing base that is initially $415 million, increasing up to $525 million upon the closings of the San Juan Basin, Eastland Co., Tx and Mid-Continent acquisitions previously announced on August 11, 2008.

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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 28, 2008, EV Energy Partners, L.P. (the "Partnership") entered into a First Amendment to Amended and Restated Credit Facility to reflect a maximum borrowing availability of $700 million, subject to a borrowing base that is initially $415 million, increasing up to $525 million upon the closings of the San Juan Basin, Eastland Co., Tx and Mid-Continent acquisitions previously announced on August 11, 2008.

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

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1 First Amendment dated August 28, 2008 to Amended and Restated Credit Agreement

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