AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENSOURCE ENERGY PARTNERS, LP DATED AS OF NOVEMBER , 2005Ensource Energy Income Fund LP • November 4th, 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 • November 4th, 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each depositary unit (the “Depositary Units”) of Eastern American Natural Gas Trust (“NGT”) tendered and not properly withdrawn and accepted for exchange pursuant to this Agreement and the Registration Statement (the “Exchange Offer”) will be exchanged for one common unit of Ensource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
