REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE OF MV OIL TRUST DATED AS OF , 2006Registration Rights Agreement • December 4th, 2006 • MV Oil Trust • Crude petroleum & natural gas • Delaware
REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of , 2006 by and between MV Partners, LLC, a limited liability company formed under the laws of the State of Kansas (the "Company"), and The Bank of New York Trust Company, N.A., in its capacity as trustee of MV Oil Trust (the "Trustee"), a statutory trust formed under the laws of the State of Delaware (the "Trust"). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the "Trustee" mean the Trustee as trustee of the Trust and not in its individual capacity.
CREDIT AGREEMENT Dated as of December , 2006 among MV PARTNERS, LLC, as Borrower, MV ENERGY, LLC, and VAP-I, LLC, as Guarantors BANK OF AMERICA, N.A., as Administrative Agent and The Other Lenders Party HeretoCredit Agreement • December 4th, 2006 • MV Oil Trust • Crude petroleum & natural gas • New York
WHEREAS, Borrower, the lenders party thereto (the "Existing Lenders") and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, are parties to that certain Credit Agreement dated as of December 21, 2005 (such agreement, the "Existing Credit Agreement") pursuant to which the Existing Lenders agreed to make revolving credit loans (therein referred to as the "Existing Loans") to Borrower, the Swing Line Lender agreed to make swing line loans to Borrower, L/C Issuer agreed to issue letters of credit for the account of Borrower, and Existing Lenders agreed to purchase participations in such swing line loans and such letters of credit; and
Administrative Services AgreementAdministrative Services Agreement • December 4th, 2006 • MV Oil Trust • Crude petroleum & natural gas • Kansas
This ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is dated as of , 2006 by and between MV Partners, LLC, a limited liability company formed under the laws of the State of Kansas (the "Company"), and The Bank of New York Trust Company, N.A., in its capacity as trustee of MV Oil Trust (the "Trustee"), a statutory trust formed under the laws of the State of Delaware (the "Trust").
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF MV PARTNERS, LLCOperating Agreement • December 4th, 2006 • MV Oil Trust • Crude petroleum & natural gas
The undersigned Members of MV Partners, LLC, constituting all of the Members of said Company, do hereby amend the First Amended and Restated Operating Agreement of MV Partners, LLC dated September 1, 2006 ("First Amended Agreement") as follows:
ASSIGNMENT OF HEDGE PROCEEDSAssignment of Hedge Proceeds • December 4th, 2006 • MV Oil Trust • Crude petroleum & natural gas
This Assignment of Hedge Proceeds (this "Assignment") dated as of , 2006 is between MV Partners, LLC, a Kansas limited liability company (successor by conversion to MV Partners, LP, a Kansas limited partnership) ("Assignor") and The Bank of New York Trust Company, N.A., acting not in its individual capacity but solely as trustee of the MV Oil Trust, a Delaware statutory trust ("Assignee"). This Assignment is entered into in connection with the execution and delivery by the Assignor to the Assignee of that certain Conveyance of Net Profits Interest dated of even date herewith (the "Conveyance"). Capitalized terms used but not defined in this Assignment shall have the meaning given to such term in the Conveyance.
7,500,000 Trust Units MV OIL TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2006 • MV Oil Trust • Crude petroleum & natural gas • Florida
Raymond James & Associates, Inc. As Representative of the Several Underwriters listed on Schedule I hereto 880 Carillon Parkway St. Petersburg, Florida 33716
