AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENSOURCE ENERGY PARTNERS, LP DATED AS OF OCTOBER __, 2005Ensource Energy Income Fund LP • October 17th, 2005 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENSOURCE ENERGY PARTNERS, LP dated as of October ___, 2005 (the “Closing Date”) is entered into by and among Ensource Energy Company, LLC, a Delaware limited liability company, as the General Partner, and the Persons that are or become Limited Partners of the Partnership, as provided herein.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
Ensource Energy Income Fund LP, a Delaware limited partnership (“Ensource”), pursuant to a Registration Statement on Form S-4 (Reg. No. 333-126068) (the “Registration Statement”), proposes to effect an exchange offer pursuant to which each depositary unit (the “Depositary Units”) of Eastern American Natural Gas Trust (“NGT”) tendered and not properly withdrawn and accepted for exchange pursuant to this Agreement and the Registration Statement (the “Exchange Offer”) will be exchanged for one common unit of Ensource (the “Common Units”) and a proportionate share of a special cash distribution of $5.9 million (the “Special Cash Distribution”). Subsequent to the Exchange Offer, Ensource proposes to effect a second-step merger in which NGT will be merged with and into Ensource, with Ensource as the surviving entity (the “Merger”). Pursuant to the Merger, the outstanding trust units of NGT (the “Trust Units”) shall be cancelled and shall represent the right to receive 0.4 Common Units for ea
AGREEMENT AND PLAN OF MERGER (Ensource Energy Income Fund LP)Agreement and Plan of Merger • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger, dated as of , 2005 (this “Agreement”), is entered into by and among Ensource Energy Income Fund LP, a Delaware limited partnership (the “Partnership”), and Eastern American Natural Gas Trust, a Delaware statutory trust (“NGT”). In this Agreement, each of the Partnership and NGT is individually referred to as a “Party,” and those entities are collectively referred to as the “Parties.”
MANAGEMENT AGREEMENTManagement Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made as of the _________ day of , 2005 by and between Ensource Energy Partners LP, a Delaware limited partnership (“EEP”), and Ensource Energy Company LLC, a Delaware limited liability company (“Manager”).
LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE RESERVES MANAGEMENT LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement, dated as of ____ _____, 2005, is hereby duly adopted as the limited liability company agreement of Ensource Reserves Management LLC, a Delaware limited liability company (the “Company”), by the sole Member (as defined below).
STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This STOCK TRANSFER AGENCY AGREEMENT (the “Agreement”), effective as of ___(the “Effective Date”), is between Ensource Energy Income Fund LP (the “Company”), a Delaware partnership, with its principal office at 7500 San Felipe St., Suite 440, Houston, Texas 77063, and Computershare Trust Company, Inc. (“Computershare”), a Colorado limited purpose trust company, with its principal office at 350 Indiana Street, Suite 800, Golden, Colorado, 80401.
LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE ENERGY COMPANY LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement, dated as of June 21, 2005, is hereby duly adopted as the limited liability company agreement of Ensource Energy Company LLC, a Delaware limited liability company (the “Company”) by the Members.
MANAGEMENT AGREEMENTManagement Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made as of the _________day of , 2005 by and between Ensource Reserves Management LLC, a Delaware limited liability company (“Reserves”), and Ensource Energy Company LLC, a Delaware limited liability company (“Manager”).
AGREEMENT AND PLAN OF MERGER (Merger Sub)Agreement and Plan of Merger • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger, dated as of , 2005 (this “Agreement”), is entered into by and among , a Delaware limited liability company (“Merger Sub”) and wholly-owned subsidiary of Ensource Energy Income Fund LP, a Delaware limited partnership (the “Partnership”), and Eastern American Natural Gas Trust, a Delaware statutory trust (“NGT”). In this Agreement, each of the Partnership and NGT is individually referred to as a “Party,” and those entities are collectively referred to as the “Parties.”
