0001047469-06-010908 Sample Contracts

CREDIT AGREEMENT Dated as of December 21, 2005 among MV PARTNERS, L.P., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto
Credit Agreement • August 14th, 2006 • MV Partners LLC • New York

CREDIT AGREEMENT (this "Agreement") is entered into as of December 21, 2005, among MV PARTNERS, L.P., an Kansas limited partnership ("Borrower"), each lender from time to time party hereto (collectively, "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 14th, 2006 • MV Partners LLC

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the "Amendment") made as of April 28, 2006 by and among MV Partners, LP, an Kansas limited partnership ("Borrower"), Bank of America, N.A., as Administrative Agent ("Administrative Agent"), Swing Line Lender and L/C Issuer, and the Lenders party to the Original Agreement defined below ("Lenders").

TRUST AGREEMENT OF MV OIL TRUST
MV Partners LLC • August 14th, 2006 • Delaware

This Trust Agreement of MV Oil Trust is entered into effective as of the 3rd day of August, 2006 (this "Trust Agreement"), by and among MV PARTNERS, LLC, a Kansas limited liability company with its principal office in Wichita, Kansas (together with its successors and assigns, "MV Partners") as trustor, and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware ("Wilmington Trust"), and JPMORGAN CHASE BANK, N.A., a national association organized under the laws of the State of New York with its principal place of business in New York, New York (the "Bank"), as trustees (collectively referred to herein as the "Trustees"). MV Partners and the Trustees hereby agree as follows:

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