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Index to Financial Statements
MV Partners, LLC Index to Financial Statements
TABLE OF CONTENTS 4

As filed with the Securities and Exchange Commission on August 14, 2006

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Form S-1 MV Oil Trust (Exact Name of co-registrant as specified in its charter)	Form S-1 MV Partners, LLC (Exact Name of co-registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	Kansas (State or other jurisdiction of incorporation or organization)
1311 (Primary Standard Industrial Classification Code Number)	1311 (Primary Standard Industrial Classification Code Number)
06-6554331 (I.R.S. Employer Identification No.)	48-1200438 (I.R.S. Employer Identification No.)
221 West Sixth Street, 1st Floor Austin, Texas 78701 (800) 852-1422 (Address, including zip code, and telephone number, including area code, of co-registrant's Principal Executive Offices)	250 N. Water, Suite 300 Wichita, Kansas 67202 (316) 267-3241 (Address, including zip code, and telephone number, including area code, of co-registrant's Principal Executive Offices)
Mike J. Ulrich JPMorgan Chase Bank N.A., Trustee Institutional Trust Services 221 West Sixth Street, 1st Floor Austin, Texas 78701 (800) 852-1422 (Name, address, including zip code, and telephone number, including area code, of agent for service)	David L. Murfin 250 N. Water, Suite 300 Wichita, Kansas 67202 (316) 267-3241 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Thomas P. Mason Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2300 Houston, Texas 77002-6760 (713) 758-2222	R. Joel Swanson Baker Botts L.L.P. One Shell Plaza 910 Louisiana, Suite 3200 Houston, Texas 77002 (713) 229-1234

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Units of Beneficial Interest in MV Oil Trust	$172,500,000	$18,458

(1)

Includes trust units issuable upon exercise of the underwriters' option to purchase additional trust units.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

The co-registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the co-registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion dated August 14, 2006

PRELIMINARY PROSPECTUS

MV Oil Trust
7,500,000 Trust Units

        This is an initial public offering of units of beneficial interest in the MV Oil Trust. MV Partners, LLC, which we refer to as "MV Partners" in this prospectus, has formed the trust and, immediately prior to the closing of this offering, MV Partners will contribute term net profits interests in oil and natural gas properties to the trust in exchange for 11,500,000 trust units. MV Partners is offering all of the trust units to be sold in this offering and MV Partners will receive all proceeds from the offering. MV Partners is a privately held limited liability company engaged in the exploration, development, production, gathering, aggregation and sale of oil and natural gas from properties located in Kansas and eastern Colorado.

        There is currently no public market for the trust units. MV Partners expects that the public offering price will be between $             and $             per trust unit. The trust intends to apply to have the trust units approved for listing on the New York Stock Exchange under the symbol "MVO."

The Trust Units.    Trust units are units of beneficial interest in the trust and represent undivided interests in the trust. They do not represent any interest in MV Partners.

The Trust.    The trust will own term net profits interests in all of the oil and natural gas properties owned by MV Partners, which properties are located in the Mid-Continent region in the States of Kansas and Colorado. We refer to MV Partners' net interests in such properties as the "underlying properties." As of June 30, 2006, the underlying properties produced predominantly oil from approximately 985 wells, and the projected reserve life of the underlying properties was in excess of 50 years. The net profits interests entitle the trust to receive 80% of the net proceeds (calculated as described below) attributable to MV Partners' interest from the sale of production from the underlying properties. The net profits interests will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 million barrels of oil equivalent have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 million barrels of oil equivalent in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests), and the trust will soon thereafter wind up its affairs and terminate. The trust will also have the right to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of certain oil hedging contracts entered into by MV Partners that hedge a portion of expected production from the proved developed producing reserves attributable to the underlying properties from 2006 through 2010.

The Trust Unitholders.    As a trust unitholder, you will receive quarterly distributions of cash that the trust receives from the sale by MV Partners of oil, natural gas and natural gas liquids produced from the underlying properties, net of all payments made by MV Partners upon monthly settlements of existing hedge contracts and after deducting lease operating expenses, maintenance expenses and capital expenditures (including the cost of workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future capital expenditures (which may not exceed $1.0 million in the aggregate), post-production costs, production and property taxes paid by MV Partners and administrative costs associated with the administration of the trust. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts.

Investing in the trust units involves a high degree of risk. Before buying any trust units, you should read the discussion of material risks of investing in the trust units in "Risk Factors" beginning on page 18 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Trust Unit	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to MV Partners	$	$

(1)

Excludes a structuring fee of $             payable to Raymond James & Associates, Inc.

The underwriters may also exercise their option to purchase from MV Partners up to 1,125,000 additional trust units at the initial public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus.

        The underwriters are offering the trust units as set forth under "Underwriting." Delivery of the trust units will be made on or about                          , 2006.

RAYMOND JAMES

The date of this prospectus is                          , 2006

TABLE OF CONTENTS

Summary Reserve Report

        You should rely only on the information contained in this prospectus. The trust has not, MV Partners has not and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The trust has not, MV Partners has not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. To understand this offering fully, you should read the entire prospectus carefully, including the risk factors and the financial statements and notes to those statements. You will find definitions for terms relating to the oil and natural gas business in "Glossary of Certain Oil and Natural Gas Terms." Cawley, Gillespie & Associates, Inc., an independent engineering firm, provided the estimates of proved oil and natural gas reserves as of June 30, 2006, included in this prospectus. These estimates are contained in a summary prepared by Cawley, Gillespie & Associates, Inc. of its reserve report as of June 30, 2006, for the underlying properties described below. This summary is located at the back of this prospectus as Appendix A, and is referred to in this prospectus as the "reserve report." Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters' option to purchase additional trust units.

MV Oil Trust

        MV Oil Trust was formed in August 2006, by MV Partners, LLC, which we refer to as "MV Partners." Immediately prior to the closing of this offering, MV Partners will convey term net profits interests to the trust that represent the right to receive 80% of the net proceeds (calculated as described below) from all of MV Partners' interests in oil and natural gas properties as of the date of the conveyance of the net profits interests to the trust, which we refer to as the "net profits interests." These properties are located in the Mid-Continent region in the States of Kansas and Colorado. We refer to the net interests in these properties held by MV Partners, subject to all royalties and other burdens on production thereon as of the date of the conveyance of the net profits interests to the trust, as the "underlying properties." Based on the reserve report, the net profits interests would entitle the trust to receive net proceeds from the sale of production of 11.5 MMBoe of proved reserves during the term of the trust, calculated as 80% of the proved reserves attributable to the underlying properties expected to be produced during the term of the trust. Of these reserves, approximately 85% were classified as proved developed producing reserves as of June 30, 2006. Production from the underlying properties for the year ended December 31, 2005, was approximately 98% oil and approximately 2% natural gas and natural gas liquids. The underlying properties are all located in mature fields that are characterized by long production histories and numerous additional development opportunities to help reduce the natural decline in production from the underlying properties.

        The net profits interests will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests). The gross proceeds used to calculate the net profits interests will be based on prices realized for oil, natural gas and natural gas liquids attributable to the underlying properties for each calendar quarter during the term of the net profits interests. MV Partners will deduct from the gross proceeds all hedge payments made by MV Partners to hedge contract counterparties upon monthly settlements of existing hedge contracts and derivatives to which MV Partners is a party at the time of the closing of this offering, which we refer to as the "hedge contracts." In addition, immediately prior to the closing of this offering, MV Partners will assign to the trust the right to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. In calculating the net proceeds used to calculate the net profits interests, MV Partners will deduct from the gross proceeds from the underlying properties all lease operating expenses, maintenance expenses and capital expenditures (including the cost of workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future capital expenditures (which may not exceed $1.0 million in the aggregate), post-production costs and production and property taxes paid by MV Partners. For a more complete description of the calculation of net proceeds, see "Computation of Net Proceeds."

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        Net proceeds payable to the trust will depend upon production quantities, sales prices of oil, natural gas and natural gas liquids, and costs to develop and produce the oil, natural gas and natural gas liquids. If at any time costs should exceed gross proceeds, neither the trust nor the trust unitholders would be liable for the excess costs; the trust, however, would not receive any net proceeds until future net proceeds exceed the total of those excess costs, plus interest at the prime rate. For the year ended December 31, 2005, lease operating expenses were $10.51 per Boe, and lease maintenance expenses, lease overhead and production and property taxes were $5.44 per Boe, for an aggregate lifting cost of $15.95 per Boe. As substantially all of the underlying properties are located in mature fields, MV Partners does not expect future costs for the underlying properties to change significantly as compared to recent historical costs other than increases due to increases in the cost of oilfield services generally.

        The trust will make quarterly cash distributions of substantially all of its quarterly cash receipts, after deduction of fees and expenses of the administration of the trust, to holders of its trust units during the term of the trust. The first quarterly distribution is expected to be made on or about January 25, 2007, with respect to net proceeds from production collected during the five months ended December 31, 2006, together with 80% of all amounts payable to MV Partners from hedge contract counterparties during such period resulting from the monthly settlements of the hedge contracts. As a result of the long period of production prior to the first quarterly distribution, subsequent quarterly distributions are likely to be less than the initial distribution. Because payments to the trust will be generated by depleting assets and the trust has a finite life with the production from the underlying properties diminishing over time, a portion of each distribution will represent a return of your original investment.

        For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 88% of expected production from the proved developed producing reserves attributable to the underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $65 per barrel of oil that hedge approximately 56% to 58% of expected production from the proved developed producing reserves attributable to underlying properties in the reserve report. These hedge contracts should reduce the commodity price-related risks inherent in holding interests in oil, a commodity that has historically been characterized by significant price volatility, during the term of the hedge contracts.

        The business and affairs of the trust will be managed by the trustee, and MV Partners has no ability to manage or influence the operations of the trust. The properties comprising the underlying properties for which MV Partners is designated as the operator are currently operated on a contract operator basis by Vess Oil Corporation, which we refer to as "Vess Oil," and Murfin Drilling Company, Inc., which we refer to as "Murfin Drilling," each of which is an affiliate of MV Energy, LLC, the sole manager of MV Partners.

Structure of the Trust

        The trust will issue 11,500,000 units to MV Partners prior to the completion of this offering, and MV Partners will sell approximately 65% of these units in this offering, or 75% if the underwriters' option to purchase additional trust units is exercised in full.

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        The following chart shows the relationship of MV Partners, the trust and the public trust unitholders, assuming no exercise of the underwriters' option to purchase additional trust units.

(1)

The underwriters may exercise their option to purchase from MV Partners 1,125,000 trust units at the initial public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus.

(2)

Represents MV Partners' net interests in the properties comprising the underlying properties. MV Partners' net interests in the properties comprising the underlying properties on average consist of an approximate 94.6% working interest in the leasehold interests to which the underlying properties relate (or, after taking into account royalty interests and other non-working interests, an approximate 83.6% net revenue interest in the oil and natural gas properties to which the underlying properties relate).

(3)

The net profits interests entitle the trust to receive 80% of the net proceeds, which will be based on market prices realized for oil, natural gas and natural gas liquid sales attributable to the underlying properties for each quarter during the term of the net profits interests net of all payments made by MV Partners to hedge contract counterparties upon monthly settlements of the hedge contracts, less all lease operating expenses, maintenance expenses and capital expenditures (including the cost of workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future capital expenditures (which may not exceed $1.0 million in the aggregate), post-production costs and production and property taxes paid by MV Partners. For a description of the calculation of the net proceeds attributable to the net profits interests, see "Computation of Net Proceeds—Net Profits Interests." In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts.

The Underlying Properties

        The underlying properties consist of MV Partners' net interests in all of its oil and natural gas properties as of the conveyance of the net profits interests to the trust, which properties are located in the Mid-Continent region in the States of Kansas and Colorado. These oil and natural gas properties consist of approximately 985 producing oil and natural gas wells on approximately 202 leases. MV Partners acquired the underlying properties in two transactions, the first of which was in 1998 when it acquired a substantial portion of the underlying properties from a major oil and gas company, and the second of which was in 1999 when it acquired the remaining portion of the underlying properties from a large independent oil and natural gas company. As of June 30, 2006, proved reserves attributable to the underlying properties, as estimated in the reserve report, were approximately 18.7 MMBoe with a PV-10 of $359.9 million. During the six months ended June 30, 2006, average net daily production from

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the underlying properties was 2,884 Boe per day. MV Partners' net interests in the properties comprising the underlying properties require MV Partners to bear its proportionate share, along with the other working interest owners, of the costs of development and operation of such properties. Affiliates of MV Partners are currently the operators or contract operators of substantially all of the underlying properties. Based on the reserve report, the net profits interests would entitle the trust to receive net proceeds from the sale of production of approximately 11.5 MMBoe of proved reserves during the term of the trust, calculated as 80% of the proved reserves attributable to the underlying properties expected to be produced during the term of the net profits interests. The reserves attributable to the underlying properties include all reserves expected to be economically produced during the life of the properties, whereas the trust is entitled to only receive 80% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties during the term of the net profits interests.

        MV Partners' interest in the underlying properties after deducting the net profits interests entitles it to 20% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties during the term of the net profits interests and all of the net proceeds thereafter. MV Partners also intends to retain approximately 35% of the trust units following the closing of this offering, assuming no exercise of the underwriters' option to purchase additional trust units. MV Partners' retained trust units are subject to a lock-up arrangement. See "Trust Units Eligible for Future Sale—Lock-up Agreement." MV Partners believes that its retained ownership interests in the underlying properties and its ownership of trust units, which collectively entitle it to receive 48% of the net proceeds from the underlying properties, will provide sufficient incentive to operate (or cause to be operated) and develop the oil and natural gas properties comprising the underlying properties in an efficient and cost-effective manner. In addition, MV Partners has agreed to use commercially reasonable efforts to cause the operators of the underlying properties to operate these properties in the same manner it would if these properties were not burdened by the net profits interests.

Major Producing Areas

        As of June 30, 2006, approximately 76% of the proved reserves attributable to the underlying properties and 62% of the net acres included in the underlying properties are located in the El Dorado Area, which is located in southeastern Kansas, and in the Northwest Kansas Area. The underlying properties are all located in mature fields that are characterized by long histories and numerous additional development opportunities to help reduce the natural decline in production from the underlying properties. Approximately 99% of the future production from the underlying properties is expected to be oil and the remaining production is expected to be natural gas and natural gas liquids.

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El Dorado Area.    As of June 30, 2006, proved reserves attributable to the underlying properties in the El Dorado Area were 6.1 MMBoe. The underlying properties in this area cover approximately 15,405 gross acres (15,393 net acres) in southeastern Kansas. The underlying properties are located in the El Dorado, Augusta and Valley Center Fields. The El Dorado Area has produced more than 370 MMBbls of oil since 1914. Wells in this area produce from a variety of productive zones and primarily from formations of less than 3,000 feet in depth. During the six months ended June 30, 2006, the average net daily production for the underlying properties in this area was approximately 886 Bbls of oil.



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Northwest Kansas Area.    As of June 30, 2006, proved reserves attributable to the underlying properties in the Northwest Kansas Area were 8.2 MMBoe. The underlying properties in this area cover approximately 11,885 gross acres (11,840 net acres) in the Bemis-Shutts, Trapp, Ray and Hansen Fields located in Ellis, Russell and Phillips Counties, Kansas. These fields have produced more than 530 MMBbls of oil since 1928. Wells in this area produce from a variety of productive zones and primarily from formations of less than 4,500 feet in depth. During the six

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months ended June 30, 2006, the average net daily production for the underlying properties in this area was approximately 1,253 Bbls of oil.

Planned Development and Workover Program

        Since acquiring the underlying properties in 1998 and 1999, MV Partners has implemented a development program on the properties comprising the underlying properties to further develop proved undeveloped reserves and help reduce the natural decline in production. These activities included recompletion of certain existing wells into new producing horizons as well as the drilling of infill development wells. Recently, MV Partners undertook a 3-D seismic survey of one of the fields constituting a part of the underlying properties. As a result of this survey, MV Partners has identified multiple well sites that it intends to develop. In the future, MV Partners plans to expand its 3-D seismic program into other fields constituting a part of the underlying properties. MV Partners also has implemented workover programs to increase production and improve the operation and efficiency of existing wells on the properties comprising the underlying properties. MV Partners is also actively exploring new ways to use technology in various projects, including its work with the Petroleum Technology Transfer Council to implement better applications of gelled polymer in certain reservoirs to increase oil production while reducing associated water production, its cooperation in a study with the Department of Energy of injecting carbon dioxide into certain reservoirs to recover otherwise lost oil reserves and its use of gas gun stimulation technology.

        MV Partners expects total capital expenditures for the underlying properties during the next five years will be approximately $17 million. Of this total, MV Partners contemplates spending approximately $12.3 million to drill approximately 60 development wells in ten project areas and approximately $4.7 million for recompletions and workovers of existing wells. These capital expenditures will be deducted from the gross proceeds in calculating the net proceeds used to calculate the net profits interests. MV Partners expects that these capital projects will add production that will partially reduce the natural decline in production otherwise expected to occur with respect to the underlying properties, as described in more detail below.

        MV Partners has agreed that, during each twelve-month period beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interests), capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interests will be limited to the average annual capital expenditures during the preceding three years, as adjusted for inflation. See "Computation of Net Proceeds—Net Profits Interests." MV Partners believes that this limitation on future capital expenditures will allow the public trust unitholders to more fully realize the benefits of capital expenditures made with respect to the underlying properties.

MV Partners

        MV Partners is a privately held limited liability company engaged in the exploration, development, production, gathering, aggregation and sale of oil and natural gas from properties located in Kansas and eastern Colorado. MV Partners was formed in August 2006 as a result of the conversion of MV Partners, LP to a limited liability company. MV Partners, LP was formed in 1998 to acquire oil and natural gas properties and related assets located in Kansas and eastern Colorado from a major oil and gas company. MV Energy, LLC, which we refer to as "MV Energy" and which was also formed in 1998, serves as the sole manager of MV Partners and was previously the general partner of MV Partners, LP until its conversion into a limited liability company in August 2006. MV Energy is owned equally by Vess Acquisition Group, L.L.C. and Murfin, Inc. Vess Oil and Murfin Drilling operate the properties held by MV Partners for which MV Partners is designated as the operator. Vess Oil and Murfin Drilling have collectively operated oil and natural gas properties in Kansas for more than

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70 years and, according to the 2005 Kansas Geological Survey, were the largest and the third largest operators of oil and gas properties in Kansas, respectively, measured by production. As of June 30, 2006, MV Partners held interests in approximately 985 gross (902 net) wells, and proved reserves of the underlying properties were approximately 18.7 MMBoe.

        For the year ended December 31, 2005, MV Partners had revenues and net income of $36.2 million and $13.1 million, respectively. For the three months ended March 31, 2006, MV Partners had revenues and net income of $8.8 million and $2.1 million, respectively, compared to revenues and net income for the three months ended March 31, 2005 of $7.2 million and $2.1 million, respectively. As of March 31, 2006, MV Partners had total assets of $67.8 million and total liabilities of $120.9 million, including bank debt outstanding of $86.0 million. As of June 30, 2006, the underlying properties owned by MV Partners had a PV-10 of $359.9 million. Giving pro forma effect to the offering of the trust units contemplated by this prospectus and the application of the net proceeds as described in "Use of Proceeds," as of March 31, 2006, MV Partners would have had total assets of $51.3 million and total liabilities of $181.4 million, including bank debt outstanding of $25.0 million.

        The address of MV Partners is 250 N. Water, Suite 300, Wichita, Kansas 67202 and its telephone number is (316) 267-3241.

Key Investment Considerations

        The following are some key investment considerations related to the underlying properties, the net profits interests and the trust units:

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Strong Oil Pricing Fundamentals.    Substantially all of the production from the underlying properties consists of crude oil. Crude oil prices have increased substantially during the last several years, primarily due to increased demand for crude oil on a worldwide basis without a corresponding increase in crude oil production. In addition, geopolitical instability and military conflicts in certain significant oil producing nations have led to supply interruptions and increased uncertainty regarding the levels of future supplies of crude oil. MV Partners has entered into hedge contracts with respect to a large portion of its total estimated oil production from the underlying properties during 2006, 2007 and 2008, which hedge contracts are intended to provide attractive returns to unitholders and reduce the fluctuations in cash distributions to unitholders resulting from fluctuations in crude oil prices. As these hedge contracts decrease during 2009 and 2010 and cease to exist thereafter, unitholders' exposure to fluctuations in commodity prices, particularly fluctuations in crude oil prices, will increase. Under the terms of the conveyance, MV Partners will be prohibited from entering into hedging arrangements covering the oil and natural gas production from the underlying properties following the completion of this offering.



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Long-Lived Oil-Producing Properties.    Oil-producing properties in the Mid-Continent region have historically had stable production profiles and generally had long-lived production, often with total economic lives in excess of 100 years. Since MV Partners acquired the underlying properties in 1998 and 1999, proved reserves attributable to the underlying properties have remained relatively stable, ranging from approximately 24.3 MMBoe as of December 31, 1999, to approximately 18.7 MMBoe as of June 30, 2006. Based on the reserve report, production from the underlying properties is expected to decline at an average annual rate of approximately 3.5% over the next 20 years assuming no additional development drilling or other capital expenditures are made after 2010 on the underlying properties.



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Substantial Proved Developed Producing Reserves.    Proved developed producing reserves are the most valuable and lowest risk category of reserves because production has already commenced and the reserves do not require significant future development costs. Proved developed

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producing reserves attributable to the underlying properties represent approximately 88% of the discounted present value of estimated future net revenues from the underlying properties.

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Ongoing Development Activities.    MV Partners has identified multiple locations on the underlying properties where it intends to drill new infill wells and recomplete existing wells into new horizons in the future. These locations are currently classified as proved undeveloped reserves on the reserve report. Many of these well locations were identified as a result of MV Partners' recent 3-D seismic program. If these wells are successfully completed, the additional production from these wells could help reduce the natural decline in production from the underlying properties. Any additional revenue received by MV Partners from this additional production could have the effect of increasing future distributions to the trust unitholders. In addition, because many of these wells are drilled to a shallow depth or involve the use of existing wellbores, the cost of drilling these wells is generally less than the cost of a typical development well. As a result, MV Partners expects that the additional production expected to be realized from these capital projects will generate attractive returns on capital deployed.



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Operational Control.    The right to operate an oil and natural gas lease is important because the operator can control the timing and amount of discretionary expenditures for operational and development activities. MV Partners is designated as the operator of approximately 96% of the underlying properties, based on the discounted present value of estimated future net revenues. Vess Oil and Murfin Drilling, each of which is an affiliate of MV Partners, operate, on a contract basis, the underlying properties for which MV Partners is designated as the operator.



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Aligned Interests of Sponsor.    Following the closing of this offering, MV Partners will be entitled to receive 48% of the net proceeds attributable to the sale of oil, natural gas and natural gas liquids produced from the underlying properties, assuming no exercise of the underwriters' option to purchase additional trust units. MV Partners' 48% interest will consist of (1) the 20% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties that is retained by MV Partners after transferring to the trust the net profits interests and (2) MV Partners' ownership of approximately 35% of the trust units following the closing of this offering, assuming no exercise of the underwriters' option to purchase additional trust units.



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Downside Oil Price Protection During the First Five Years of the Trust.    The gross proceeds will be based on the market prices realized for oil, natural gas and natural gas liquids produced from the underlying properties net of all payments made by MV Partners to hedge contract counterparties upon monthly settlements of the hedge contracts that relate to a portion of the anticipated oil production attributable to the underlying properties. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 88% of expected production from the proved developed producing reserves attributable to the underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $65 per barrel of oil that hedge approximately 56% to 58% of expected production from the proved developed producing reserves attributable to underlying properties in the reserve report. These hedge contracts should reduce the commodity price-related risks inherent in holding interests in oil, a commodity that has historically been characterized by significant price volatility, during the term of the hedge contracts.



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Diversified Well Locations.    The proved reserves attributable to the underlying properties are allocated among approximately 985 wells located in 20 counties in Kansas and Colorado. As a

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result, the loss of production from any one well or group of wells is not likely to have a material adverse effect on the net proceeds from the sale of production that are allocable to the trust.

Summary Proved Reserves

        Summary Proved Reserves of Underlying Properties and Net Profits Interests.    As of June 30, 2006, estimated proved reserves attributable to the underlying properties were approximately 99% oil and 1% natural gas and natural gas liquids, based on the reserve report. The following table sets forth, as of June 30, 2006, certain estimated proved oil, natural gas and natural gas liquid reserves, estimated future net revenues and the discounted present value thereof attributable to the underlying properties and the net profits interests, in each case derived from the reserve report. The reserve report was prepared by Cawley, Gillespie & Associates, Inc. in accordance with criteria established by the Securities and Exchange Commission, or SEC. Proved reserves reflected in the table below for the underlying properties and the net profits interests are based on oil, natural gas and natural gas liquid prices realized by MV Partners as of June 30, 2006, which were $70.68 per Bbl of oil, $5.07 per Mcf of natural gas and $56.37 per Bbl of natural gas liquids. Oil equivalents in the table are the sum of the Bbls of oil, the Boe of the stated Mcfs of natural gas, calculated on the basis that six Mcfs of natural gas is the energy equivalent of one Bbl of oil, and the Boe of the stated Bbls of natural gas liquids, calculated on the basis that 1.54 Bbls of natural gas liquids is the energy equivalent of one Bbl of oil. The estimated future net revenues attributable to the net profits interests as of June 30, 2006, are net of the trust's proportionate share of all costs deducted from revenue pursuant to the terms of the conveyance creating the net profits interests and include only the reserves attributable to the underlying properties that are expected to be produced within the term of the net profits interests. The estimated future net revenues from proved reserves also gives effect to the impact of the hedge contracts on the price received in connection with the sale of oil production from the underlying properties. The reserve report is included as Appendix A to this prospectus.

	Proved Reserves				Estimated Future Net Revenues from Proved Reserves
	Oil (MBbl)	Natural Gas (MMcf)	Natural Gas Liquids (MBbl)	Oil Equivalent (MBoe)	Undiscounted		Discounted(1)
					(in thousands, except per unit data)
Underlying properties (100%)(2)	18,424	1,422	106	18,730	$	785,820	$	359,936
Underlying properties (80%)(3)	11,302	1,006	71	11,516	$	524,774	$	279,588
Net profits interest(4)	7,337	684	48	7,482	$	524,774	$	279,588
Amount per trust unit(5)	—	—	—	—	$	45.63	$	24.31

(1)

The present values of estimated future net revenues for the underlying properties and the net profits interests were determined using a discount rate of 10% per annum. As of June 30, 2006, MV Partners was structured as a limited partnership. Accordingly, no provision for federal or state income taxes has been provided because taxable income was passed through to the members of MV Partners. Therefore, the standardized measure of the underlying properties is equal to the PV-10, which totaled $359.9 million as of June 30, 2006.

(2)

Reserve volumes and estimated future net revenues for the underlying properties reflect volumes and revenues attributable to MV Partners' net interest in the properties comprising the underlying properties.

8

(3)

Reflects 80% of proved reserves attributable to the underlying properties expected to be produced within the term of the net profits interests based on the reserve report. Estimated future net revenues from proved reserves takes into account future estimated costs that are deducted in calculating net proceeds.

(4)

Proved reserves for the net profits interests are calculated as (x) 80% of proved reserves of the underlying properties less (y) reserve quantities of a sufficient value to pay 80% of the future estimated costs that are deducted in calculating net proceeds. Accordingly, proved reserves for the net profits interests reflect quantities expected to be produced during the term of the net profits interests that are calculated after reductions for future costs and expenses based on price and cost assumptions used in the reserve estimates. Estimated future net revenues from proved reserves takes into account future estimated costs that are deducted in calculating net proceeds.

(5)

Assumes 11,500,000 trust units outstanding.

        Annual Production Attributable to Net Profits Interests.    The following graph shows estimated monthly production of total proved reserves attributable to the underlying properties during the term of the net profits interests based upon the pricing and other assumptions set forth in the reserve report. This graph presents the total proved reserves broken down by three reserve categories: proved developed producing, proved developed non-producing and proved undeveloped reserves, which demonstrates the impact of developmental drilling and well re-completion and workover activities that MV Partners expects to undertake with respect to the underlying properties. MV Partners' current proved undeveloped program consists of approximately 60 development wells, 51 re-completion and workover projects, 16 polymer stimulations and one waterflood project during the next five years. MV Partners' current proved developed non-producing program consists of four well re-activation projects and 10 injection well workover projects during the next five years.

9

Historical Results from the Underlying Properties

        The selected financial data presented below should be read in conjunction with the audited statements of historical revenues and direct operating expenses and the unaudited statements of historical revenues and direct operating expenses of the underlying properties, the related notes and "Discussion and Analysis of Historical Results of the Underlying Properties" included elsewhere in this prospectus. The following table sets forth revenues, direct operating expenses and the excess of revenues over direct operating expenses relating to the underlying properties for the three years in the period ended December 31, 2005, and for the three-month periods ended March 31, 2005 and 2006, derived from the underlying properties' audited and unaudited statements of historical revenues and direct operating expenses included elsewhere in this prospectus. The unaudited statements were prepared on a basis consistent with the audited statements and, in the opinion of MV Partners, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the revenues, direct operating expenses and the excess of revenues over direct operating expenses relating to the underlying properties for the periods presented.

			Year ended December 31,									Three months ended March 31,
			2003			2004			2005			2005			2006
			(in thousands)
Revenues:
	Oil sales		$	34,610		$	44,364		$	57,353		$	12,244		$	15,344
	Natural gas sales			562			571			609			99			183
	Natural gas liquid sales			247			294			312			48			61
	Hedge and other derivative activity			(7,383	)		(14,403	)		(22,319	)		(5,177	)		(6,883	)
		Total		28,036			30,826			35,955			7,214			8,705
Direct operating expenses:
	Lease operating expenses			10,156			10,430			11,307			2,519			2,855
	Lease maintenance			1,334			1,454			1,916			387			347
	Lease overhead			2,047			2,015			2,068			508			542
	Production and property tax			1,322			1,389			1,867			383			466
		Total		14,859			15,288			17,158			3,797			4,210
Excess of revenues over direct operating expenses			$	13,177		$	15,538		$	18,797		$	3,417		$	4,495

        MV Partners has historically entered into certain hedging arrangements and other derivatives to reduce the exposure of the revenues from oil production for the underlying properties to fluctuations in crude oil prices. In addition, MV Partners was required under the terms of its original agreement of limited partnership to hedge approximately 80% of its expected annual proved producing reserves. As a result of the repurchase of the limited partner interest in MV Partners in 2005 as described in "MV Partners," this requirement is no longer in effect. From 2003 to 2005, approximately 70% to 74% of the actual oil production volumes were subject to these hedging arrangements with settlement prices ranging from $20.10 to $33.60 per barrel. During that same period, the average NYMEX price per barrel of crude oil was between $31.07 and $56.67. The following table sets forth the excess of revenues over direct operating expenses for the underlying properties, excluding the effects of hedges and other derivative activity, for the years ended December 31, 2003, 2004 and 2005 and for the three months ended March 31, 2005 and 2006. Although not prescribed by generally accepted accounting principles, MV Partners believes the presentation of this information is relevant and useful because it helps investors in the trust units understand the operating performance of the underlying properties

10

unaffected by these hedging arrangements and other derivatives. These amounts should not be considered in isolation from or as a substitute for any other financial measure.

	Year ended December 31,						Three months ended March 31,
	2003		2004		2005		2005		2006
	(in thousands)
Excess of revenues over direct operating expenses	$	13,177	$	15,538	$	18,797	$	3,417	$	4,495
Hedge and other derivative activity		7,383		14,403		22,319		5,177		6,883
Excess of revenues over direct operating expenses excluding hedge and other derivative activity	$	20,560	$	29,941	$	41,116	$	8,594	$	11,378

        Under the terms of the conveyance of the net profits interests, all lease operating expenses, maintenance expenses and capital expenditures (including the cost of workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future capital expenditures (which may not exceed $1.0 million in the aggregate), post-production costs, production and property taxes paid by MV Partners will be deducted from the gross proceeds derived from the sale of production from the underlying properties and any payments made by MV Partners under the hedge contracts will be included for purposes of determining the amount of the quarterly net profits interest payment to be made to the trust. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. Trust unitholders are not obligated to bear any administrative expenses of MV Partners, except that the trust has entered into an administrative services agreement with MV Partners pursuant to which MV Partners has agreed to perform specified administrative services on behalf of the trust, for which MV Partners will be paid an annual fee of $60,000, increasing at 4% per year beginning in January 2007. See "Computation of Net Proceeds" and "Description of the Trust Agreement."

        The following table provides oil and natural gas sales volumes, average sales prices and capital expenditures relating to the underlying properties for the three years in the period ended December 31, 2005, and for the three-month periods ended March 31, 2005 and 2006. Sales volumes for natural gas liquids during the periods presented were not significant. Average prices do not include the effect of hedge and other derivative activity.

			Year ended December 31,						Three months ended March 31,
			2003		2004		2005		2005		2006
Operating data:
	Sales volumes:
		Oil (MBbls)		1,198		1,127		1,058		253		254
		Natural gas (MMcf)		116		104		89		19		26
	Average prices:
		Oil (per Bbl)	$	28.89	$	39.37	$	54.21	$	48.36	$	60.32
		Natural gas (per Mcf)	$	4.84	$	5.51	$	6.83	$	5.18	$	7.07
Capital expenditures (in thousands):
	Property acquisition		$	1,108	$	1,380	$	1,895	$	297	$	343
	Well development			172		297		381		47		33
		Total	$	1,280	$	1,677	$	2,276	$	344	$	376

11

Summary Projected Cash Distributions

        The following table sets forth a projection of cash distributions to holders of trust units who own trust units as of the record date for the distribution related to oil, natural gas and natural gas liquid production for the first quarter of 2007 and continue to own those trust units through the record date for the cash distribution payable with respect to oil, natural gas and natural gas liquid production for the last quarter of 2007. The table also reflects the methodology for calculating the projected cash distribution. The cash distribution projections were prepared by MV Partners for the twelve months ending December 31, 2007, on an accrual of production basis based on the hypothetical assumptions that are described below and in "Projected Cash Distributions—Significant Assumptions Used to Prepare the Projected Cash Distributions."

        MV Partners does not as a matter of course make public projections as to future sales, earnings or other results. However, the management of MV Partners has prepared the projected financial information set forth below to present the projected cash distributions to the holders of the trust units based on the estimates and hypothetical assumptions described below. The accompanying unaudited projected financial information was generally prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants, which we refer to as the "AICPA." The preparation of the projected financial information diverged from the AICPA's guidelines, however, in that the AICPA recommends that projected financial information not be presented to persons who do not have the opportunity to negotiate directly with the preparer of such information.

        In the view of MV Partners' management, the accompanying unaudited projected financial information was prepared on a reasonable basis and reflects the best currently available estimates and judgments of MV Partners related to oil, natural gas and natural gas liquid production, operating expenses and capital expenses, based on:

•

the oil, natural gas and natural gas liquid production estimates contained in the reserve report included as Appendix A to this prospectus; and



•

the lease operating expenses, lease maintenance expenses, lease development expenses, lease overhead expenses, production and property taxes and hedge settlement expenses for the twelve months ending December 31, 2007, contained in the reserve report.

        The projected financial information was also based on the hypothetical assumption that prices for oil, natural gas and natural gas liquids remain constant during the twelve months ending December 31, 2007, at First Call consensus price forecasts for 2007 as of August 3, 2006, which were $63.04 per Bbl of oil and $8.08 per Mcf of natural gas (which prices exclude the effects of financial hedging arrangements). Because there is no First Call consensus price for natural gas liquids, MV Partners used a hypothetical price equal to approximately 80% of the price used in the projected cash distribution table for oil, which is consistent with the historical pricing realized by MV Partners for natural gas liquids and is the methodology used in the reserve report. These hypothetical prices were adjusted to take into account MV Partners' estimate of the basis differential (based on location and quality of the production) between published prices and the prices actually received by MV Partners. These hypothetical assumptions are unlikely to be accurate due to fluctuations in the prices generally experienced with respect to the production of oil, natural gas and natural gas liquids, and such prices may be higher or lower than utilized for purposes of the projected financial information. See "Risk Factors—The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices."

        MV Partners utilized these production estimates, hypothetical oil, natural gas and natural gas liquid prices and cost estimates in preparing the projected financial information. This methodology is consistent with the requirements of the SEC for estimating oil, natural gas and natural gas liquid

12

reserves and discounted present value of future net revenues attributable to the net profits interests, other than the use of First Call consensus price forecasts rather than the use of constant prices based on the prices in effect at the time of the reserve estimate as required by the rules and regulations of the SEC. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on the projected financial information.

        Neither MV Partners' independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projected financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial information.

        The projections and the estimates and hypothetical assumptions on which they are based are subject to significant uncertainties, many of which are beyond the control of MV Partners or the trust. Actual cash distributions to trust unitholders, therefore, could vary significantly based upon events or conditions occurring that are different from the events or conditions assumed to occur for purposes of these projections. Cash distributions to trust unitholders will be particularly sensitive to fluctuations in oil, natural gas and natural gas liquid prices. See "Risk Factors—The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices." As a result of typical production declines for oil and natural gas properties, production estimates generally decrease from year to year, and the projected cash distributions shown in the table below are not necessarily indicative of distributions for future years. See "Projected Cash Distributions—Sensitivity of Projected Cash Distributions to Oil, Natural Gas and Natural Gas Liquid Production," which shows projected effects on cash distributions from hypothetical changes in oil production. Because payments to the trust will be generated by depleting assets and the trust has a finite life with the production from the underlying properties diminishing over time, a portion of each distribution will represent a return of your original investment. See "Risk Factors—The reserves attributable to the underlying properties are depleting assets and production from those reserves will diminish over time. Furthermore, the trust is precluded from acquiring other oil and natural gas properties or net profits interests to replace the depleting assets and production."

13

Projected Cash Distributions				Projection for Twelve Months Ending December 31, 2007, Based on Oil, Natural Gas and Natural Gas Liquid Production in Reserve Report
				(dollars in thousands, except per Bbl, Mcf and per unit amounts)
Underlying Properties sales volumes:
	Oil (MBbls)				1,104.0
	Natural gas (MMcf)				131.5
	Natural gas liquids (MBbls)				8.6
Assumed sales price:
	Oil (per Bbl)			$	58.74
	Natural gas (per Mcf)			$	6.85
	Natural gas liquids (Bbls)			$	46.84
Calculation of net proceeds:
	Gross proceeds:
		Oil sales		$	64,846
		Natural gas sales			901
		Natural gas liquid sales			405
		Payments made to settle hedge contracts			(908	)
			Total	$	65,244
	Costs:
		Lease operating expenses		$	11,812
		Lease maintenance expenses			798
		Lease development expenses			4,337
		Lease overhead expenses			2,154
		Production and property taxes			2,477
			Total	$	21,578
Net proceeds				$	43,666
Percentage allocable to net profits interests					80	%
Net proceeds to trust from net profits interests				$	34,933
Amounts payable to MV Partners to settle hedge contracts				$	550
Percentage allocable to trust					80	%
Payments to trust from hedge contracts					440
Total cash proceeds to trust					35,373
Trust administrative expenses					662
Projected cash distribution on trust units				$	34,711
Projected cash distribution per trust unit(1)				$	3.02

(1)

Assumes 11,500,000 trust units outstanding.

        For more information about the estimates and hypothetical assumptions made in preparing the table above, see "Projected Cash Distributions—Significant Assumptions Used to Prepare the Projected Cash Distributions."

14

The Offering

Trust units offered by MV Partners	7,500,000
Trust units outstanding	11,500,000
Use of proceeds	MV Partners is offering all of the trust units to be sold in this offering and MV Partners will receive all proceeds from the offering. MV Partners will use the net proceeds from this offering to repay existing indebtedness, to repurchase a portion of the outstanding equity interests of MV Partners from an existing holder and to make a cash distribution to its members. See "Use of Proceeds."
Proposed NYSE symbol	MVO
Quarterly cash distributions	Actual cash distributions to the trust unitholders will depend upon the quantity of oil, natural gas and natural gas liquids produced from the underlying properties, the prices received for oil, natural gas and natural gas liquid production and other factors. Because payments to the trust will be generated by depleting assets and the trust has a finite life with the production from the underlying properties diminishing over time, a portion of each distribution will represent a return of your original investment. Oil, natural gas and natural gas liquid production from proved reserves attributable to the underlying properties is expected to decline over the term of the trust. See "Risk Factors."
	It is expected that quarterly cash distributions during the term of the trust will be made by the trustee on or before the 25th day of the month following the end of each quarter to the trust unitholders of record on the 10th day of the month following the end of each quarter (or the next succeeding business day). The first distribution from the trust to the trust unitholders will be made on or about January 25, 2007 to trust unitholders owning trust units on January 10, 2007. The first distribution is likely to be larger than subsequent distributions because it will reflect proceeds from more than one calendar quarter of production.
Net profits interests	The net profits interests will be conveyed to the trust out of MV Partners' net interests in the properties comprising the underlying properties. The net profits interests will entitle the trust to receive 80% of the net proceeds during the term of the trust from the sale of production of oil, natural gas and natural gas liquids attributable to MV Partners' interests in the properties comprising the underlying properties.

15

Termination of the trust	The net profits interests will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests), and the trust will soon thereafter wind up its affairs and terminate.
Net proceeds	The conveyance creating the net profits interests entitles the trust to receive an amount of cash for each quarter equal to 80% of the net proceeds from the sale of oil, natural gas and natural gas liquid production from the underlying properties net of all payments made under existing hedge contracts. In general, "gross proceeds" means the sales price received by MV Partners from sales of oil, natural gas and natural gas liquids produced during a quarter attributable to the underlying properties net of all payments made by MV Partners to hedge contract counterparties upon monthly settlements of the hedge contracts, while "net proceeds" equals the gross proceeds, less all lease operating expenses, maintenance expenses and capital expenses (including the cost of workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future capital expenditures (which may not exceed $1.0 million in the aggregate), post-production costs and production and property taxes paid by MV Partners. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. For a more detailed description of the determination of "net proceeds," see "Computation of Net Proceeds."
Administrative services fee payable to MV Partners	MV Partners will be entitled to receive an annual administrative services fee, payable quarterly, during the term of the trust, for providing accounting, bookkeeping and informational services relating to the net profits interests. The annual fee will total $60,000 in 2006 and will increase by 4% each year beginning in January 2007. A more detailed description of the administrative services fee is set forth under the caption "The Trust—Administrative Services Fee."

16

Reserves

Based on the reserve report, the net profits interests would entitle the trust to receive net proceeds from the sale of production of approximately 11.5 MMBoe of proved reserves attributable to the underlying properties during the term of the trust, calculated as 80% of the proved reserves attributable to the underlying properties expected to be produced during the term of the trust. Of these reserves, as of June 30, 2006, approximately 9.8 MMBoe were classified as proved developed producing reserves and approximately 1.7 MMBoe were classified as proved developed non-producing and proved undeveloped.

Summary of income tax consequences

Trust unitholders will be taxed directly on the income from assets of the trust. The net profits interests should be treated as a debt instrument for federal income tax purposes, and a trust unitholder will be required to include in his income his share of the interest income on such debt instrument as it accrues in accordance with the rules applicable to contingent payment debt instruments contained in the Internal Revenue Code of 1986, as amended and the corresponding regulations, as well as his share of any income on the trust's hedges. See "Federal Income Tax Consequences."

Investing in Trust Units

        Investing in these trust units differs from investing in corporate common stock because:

•

trust unitholders are owed a fiduciary duty by the trustee, but not by MV Partners;



•

trust unitholders have limited voting rights;



•

trust unitholders are taxed directly on their share of trust net income;



•

substantially all trust income must be distributed to trust unitholders; and



•

trust assets are limited to the net profits interests, which have a finite economic life.

17

RISK FACTORS

The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices.

        The reserves attributable to the underlying properties and the quarterly cash distributions of the trust are highly dependent upon the prices realized from the sale of oil, natural gas and natural gas liquids. Prices of oil, natural gas and natural gas liquids can fluctuate widely on a quarter-to-quarter basis in response to a variety of factors that are beyond the control of the trust and MV Partners. These factors include, among others:

•

political conditions or hostilities in oil and natural gas producing regions, including the Middle East and South America;



•

weather conditions or force majeure events;



•

levels of supply of and demand for oil, natural gas and natural gas liquids;



•

U.S. and worldwide economic conditions;



•

the price and availability of alternative fuels;



•

the proximity to, and capacity of, refineries and gathering and transportation facilities; and



•

energy conservation and environmental measures.

        Moreover, government regulations, such as regulation of natural gas gathering and transportation and possible price controls, can affect commodity prices in the long term.

        Recent oil prices have been high compared to historical prices. For example, the NYMEX crude oil spot prices per Bbl were $31.20, $32.55, $43.46 and $61.04 as of December 31, 2002, 2003, 2004 and 2005, respectively, and were $73.93 as of June 30, 2006.

        Although these price fluctuations may be reduced while the hedge contracts relating to a portion of the oil volumes expected to be produced from the underlying properties are in effect, these hedges do not cover all of the oil volumes that are expected to be produced during the term of the trust. The terms of the conveyance of the net profits interests will prohibit MV Partners from entering into new hedging arrangements following the completion of this offering. In addition, the hedge contracts are subject to counterparty nonperformance and other risks. For a discussion of the hedge contracts, see "The Underlying Properties—Hedge and Derivative Contracts."

        Lower prices of oil, natural gas and natural gas liquids will reduce the amount of the net proceeds to which the trust is entitled and may ultimately reduce the amount of oil, natural gas and natural gas liquids that is economic to produce from the underlying properties. As a result, the operator of any of the underlying properties could determine during periods of low commodity prices to shut in or curtail production from wells on the underlying properties. In addition, the operator of the underlying properties could determine during periods of low commodity prices to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. Because the underlying properties are mature, with many of them being in production since the early 1900's, decreases in commodity prices could have a more significant effect on the economic viability of these properties as compared to more recently discovered properties. The commodity price sensitivity of these mature wells is due to a culmination of factors that vary from well-to-well, including the additional costs associated with water handling and disposal, chemicals, surface equipment maintenance, downhole casing repairs and reservoir pressure maintenance activities that are necessary to maintain production. As a result, the volatility of commodity prices may cause the amount of future cash distributions to trust unitholders to fluctuate, and a substantial decline in the price of oil, natural gas or natural gas liquids will reduce the amount of cash available for distribution to the trust unitholders.

18

Estimates of proved reserves and future net revenues may change if the assumptions on which such estimates are based prove to be incorrect.

        The value of the trust units and the amount of future cash distributions to the trust unitholders will depend upon, among other things, the accuracy of the production and reserves estimated to be attributable to the underlying properties and the net profits interests. Estimating production and reserves is inherently uncertain. Ultimately, actual production, revenues and expenditures for the underlying properties will vary both positively and negatively from estimates and those variations could be material. Petroleum engineers consider many factors and make assumptions in estimating production and reserves. Those factors and assumptions include:

•

historical production from the area compared with production rates from other producing areas;



•

the assumed effect of governmental regulation; and



•

assumptions about future prices of oil, natural gas and natural gas liquids, production and development expenses, gathering and transportation costs, severance and excise taxes and capital expenditures.

Changes in these assumptions can materially increase or decrease production and reserve estimates.

        The estimated reserves attributable to the net profits interests and the estimated future net revenues attributable to the net profits interests are based on estimates of reserve quantities and revenues for the underlying properties. See "The Underlying Properties—Reserves" for a discussion of the method of allocating proved reserves to the underlying properties and the net profits interests. The quantities of reserves attributable to the underlying properties and the net profits interests may decrease in the future as a result of future decreases in the price of oil, natural gas or natural gas liquids.

Risks associated with the production, gathering, transportation and sale of oil, natural gas and natural gas liquids could adversely affect cash distributions by the trust.

        The revenues of the trust, the value of the trust units and the amount of cash distributions to the trust unitholders will depend upon, among other things, oil, natural gas and natural gas liquid production and prices and the costs incurred by MV Partners to develop and exploit oil and natural gas reserves attributable to the underlying properties. Drilling, production or transportation accidents that temporarily or permanently halt the production and sale of oil, natural gas and natural gas liquids at any of the underlying properties will reduce trust distributions by reducing the amount of net proceeds available for distribution. For example, accidents may occur that result in personal injuries, property damage, damage to productive formations or equipment and environmental damages. Any costs incurred by MV Partners in connection with any such accidents that are not insured against will have the effect of reducing the net proceeds available for distribution to the trust. In addition, curtailments or damage to pipelines used by MV Partners to transport oil, natural gas and natural gas liquid production to markets for sale could reduce the amount of net proceeds available for distribution. Any such curtailment or damage to the gathering systems used by MV Partners could also require MV Partners to find alternative means to transport the oil, natural gas and natural gas liquid production from the underlying properties, which alternative means could require MV Partners to incur additional costs that will have the effect of reducing net proceeds available for distribution.

The trust is passive in nature and has no control over the field operations of, sale of oil and natural gas from, or development of, the underlying properties, and the trust unitholders will have no unitholder voting rights in MV Partners or managerial, contractual or other ability to influence MV Partners.

        Oil and natural gas properties are typically managed pursuant to an operating agreement among the working interest owners of oil and natural gas properties. The typical operating agreement contains procedures whereby the owners of the working interests in the property designate one of the interest

19

owners to be the operator of the property. Under these arrangements, the operator is typically responsible for making all decisions relating to drilling activities, sale of production, compliance with regulatory requirements and other matters that affect the property.

        MV Partners is currently designated as the operator of substantially all of the properties comprising the underlying properties. MV Partners has contracted with two of its affiliates, Vess Oil and Murfin Drilling, to operate these properties on its behalf. Neither the trustee nor the trust unitholders has any contractual ability to influence or control the field operations of, sale of oil and natural gas from, or future development of, these properties. Also, the trust unitholders have no voting rights with respect to MV Partners and, therefore, will have no managerial, contractual or other ability to influence MV Partners' or its affiliates' activities as operator of the oil and natural gas properties to which substantially all the underlying properties relate.

MV Partners may transfer all or a portion of the underlying properties at any time, subject to specified limitations, and MV Partners may abandon individual wells or properties that it reasonably believes to be uneconomic.

        Although it does not currently intend to sell any of the underlying properties, MV Partners may at any time transfer all or part of the underlying properties. Trust unitholders will not be entitled to vote on any transfer of the underlying properties, and the trust will not receive any proceeds from any such transfer, except in the limited circumstances when the net profits interests are released in connection with such transfer, in which case the trust will receive an amount equal to the fair market value of the net profits interests released. See "The Underlying Properties—Sale and Abandonment of Underlying Properties." Following any material sale or transfer of any of the underlying properties, such underlying properties will continue to be subject to the net profits interests of the trust, but the net proceeds from the transferred property would be calculated separately, but not differently than as described in this prospectus, and the net proceeds attributable to the transferred underlying properties would be required to be paid by the transferee to the trust. The transferee would be responsible for all of MV Partners' obligations relating to the net profits interests on the portion of the underlying properties transferred, and MV Partners would have no continuing obligation to the trust for those properties.

        MV Partners or any transferee of the underlying properties may abandon any well or property if it reasonably believes that the well or property can no longer produce oil or natural gas in commercially economic quantities. This could result in termination of the net profits interest relating to the abandoned well or property. In making such decisions, MV Partners and any such transferee will be required under the applicable conveyance to act as a reasonably prudent operator in the Mid-Continent region under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the net profits interests as a burden on such property.

The reserves attributable to the underlying properties are depleting assets and production from those reserves will diminish over time. Furthermore, the trust is precluded from acquiring other oil and natural gas properties or net profits interests to replace the depleting assets and production.

        The net proceeds payable to the trust from the net profits interests are derived from the sale of oil, natural gas and natural gas liquids produced from the underlying properties and proceeds, if any, received by MV Partners upon settlement of the hedge contracts. The reserves attributable to the underlying properties are depleting assets, which means that the reserves attributable to the underlying properties will decline over time. As a result, the quantity of oil and natural gas produced from the underlying properties is expected to decline over time. Based on the estimated production volumes in the reserve report, the oil and natural gas production from proved reserves attributable to the underlying properties is projected to decline at an average annual rate of approximately 3.5% over the next 20 years assuming no additional development drilling or other capital expenditures are made after 2010 on the underlying properties. The anticipated rate of decline is an estimate and actual decline

20

rates may vary from those estimated. The net profits interests will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests).

        Future maintenance projects on the underlying properties beyond those which are currently estimated may affect the quantity of proved reserves that can be economically produced from the underlying properties. The timing and size of these projects will depend on, among other factors, the market prices of oil, natural gas and natural gas liquids. In addition, because MV Partners has agreed to limit the amount of capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interests during a specified period preceding the termination of the net profits interests, MV Partners may choose to delay certain capital projects that may otherwise benefit the trust unitholders until the termination of the net profits interests. If operators of the wells to which the underlying properties relate do not implement required maintenance projects when warranted, the future rate of production decline of proved reserves may be higher than the rate currently expected by MV Partners or estimated in the reserve report.

        The trust agreement will provide that the trust's business activities will be limited to owning the net profits interests and any activity reasonably related to such ownership, including activities required or permitted by the terms of the conveyance related to the net profits interests. As a result, the trust will not be permitted to acquire other oil and natural gas properties or net profits interests to replace the depleting assets and production attributable to the net profits interests.

        Because the net proceeds payable to the trust are derived from the sale of depleting assets, the portion of the distributions to unitholders attributable to depletion may be considered a return of capital as opposed to a return on investment. Eventually, the net profits interests may cease to produce in commercial quantities and the trust may, therefore, cease to receive any distributions of net proceeds therefrom.

The amount of cash available for distribution by the trust will be reduced by the amount of any production and development costs, taxes, costs and payments made with respect to the hedge contracts, capital expenditures and post-production costs.

        Production and development costs on the underlying properties are deducted in the calculation of the trust's share of net proceeds. In addition, production and property taxes and any costs or payments associated with the hedge contracts, capital expenditures or post-production costs will be deducted in the calculation of the trust's share of net proceeds. Accordingly, higher or lower production and development expenses, taxes, capital expenditures and post-production costs will directly decrease or increase the amount received by the trust in respect of its net profits interests. For a summary of these costs for the last three years, see "The Underlying Properties." Historical costs may not be indicative of future costs.

        If development and production costs of the underlying properties exceed the proceeds of production from the underlying properties, the trust will not receive net proceeds from those properties until future proceeds from production exceed the total of the excess costs plus accrued interest during the deficit period. Development activities may not generate sufficient additional revenue to repay the costs.

The trustee may, under certain circumstances, sell the net profits interests and dissolve the trust. The trust will terminate following the end of the term of the net profits interests.

        The trustee must sell the net profits interests if the holders of a majority of the trust units approve the sale or vote to dissolve the trust. The trustee must also sell the net profits interests if the annual gross proceeds from the underlying properties attributable to the net profits interests are less than $1.0 million for each of any two consecutive years. The sale of all the net profits interests will result in

21

the dissolution of the trust. The net proceeds of any such sale will be distributed to the trust unitholders.

        The net profits interests will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests). The trust unitholders will not be entitled to receive any net proceeds from the sale of production from the underlying properties following the termination of the net profits interests. Therefore, the market price of the trust units will likely diminish towards the end of the term of the net profits interests because the cash distributions from the trust will cease at the termination of such net profits interests and the trust will have no right to any additional production from the underlying properties after the term of the net profits interests.

MV Partners' disposal of its remaining trust units may reduce the market price of the trust units.

        MV Partners will own approximately 35% of the trust after this offering, or 25% if the underwriters' option to purchase additional trust units is exercised in full. It may use some or all of the remaining trust units it owns for a number of corporate purposes, including:

•

selling them for cash; and



•

exchanging them for interests in oil and natural gas properties or securities of oil and natural gas companies.

        If MV Partners sells additional trust units or exchanges trust units in connection with acquisitions, then additional trust units will be available for sale in the market. The sale of additional trust units may reduce the market price of the trust units. See "Selling Trust Unitholder." MV Partners has agreed to a lock-up agreement that prohibits MV Partners from selling any trust units for a period of 180 days after the date of this prospectus without the consent of Raymond James & Associates, Inc., acting as representative of the several underwriters. See "Underwriting." In connection with the closing of this offering, MV Partners and the trust intend to enter into a registration rights agreement pursuant to which the trust will agree to file a shelf registration statement to register the resale from time to time of the remaining trust units held by MV Partners. See "Trust Units Eligible for Future Sale—Registration Rights."

There has been no public market for the trust units and no independent appraisal of the value of the net profits interests has been performed.

        The number of trust units to be delivered to MV Partners in exchange for the net profits interests and the initial public offering price of the trust units will be determined by negotiation among MV Partners and the underwriters. Among the factors to be considered in determining such number of trust units and the initial public offering price, in addition to prevailing market conditions, will be current and historical oil and natural gas prices, current and prospective conditions in the supply and demand for oil and natural gas, reserve and production quantities estimated for the net profits interests and the trust's estimated cash distributions. None of MV Partners, the trust or the underwriters will obtain any independent appraisal or other opinion of the value of the net profits interests other than the reserve report prepared by Cawley, Gillespie & Associates, Inc.

The market price for the trust units may not reflect the value of the net profits interests held by the trust.

        The trading price for publicly traded securities similar to the trust units tends to be tied to recent and expected levels of cash distributions. The amounts available for distribution by the trust will vary in response to numerous factors outside the control of the trust, including prevailing prices for sales of oil, natural gas and natural gas liquid production from the underlying properties. Consequently, the market price for the trust units may not necessarily be indicative of the value that the trust would realize if it

22

sold those net profits interests to a third-party buyer. In addition, such market price may not necessarily reflect the fact that since the assets of the trust are depleting assets, a portion of each cash distribution paid on the trust units should be considered by investors as a return of capital, with the remainder being considered as a return on investment. There is no guarantee that distributions made to a unit holder over the life of these depleting assets will equal or exceed the purchase price paid by the unitholder.

Conflicts of interest could arise between MV Partners and the trust unitholders.

        The interests of MV Partners and the interests of the trust and the trust unitholders with respect to the underlying properties could at times differ. As a working interest owner in the properties comprising the underlying properties, MV Partners could have interests that conflict with the interests of the trust and the trust unitholders. For example:

•

MV Partners' interests may conflict with those of the trust and the trust unitholders in situations involving the development, maintenance, operation or abandonment of the underlying properties. MV Partners may make decisions with respect to development expenditures that adversely affect the underlying properties, including reducing development expenditures on these properties, which could cause oil and natural gas production to decline at a faster rate and thereby result in lower cash distributions by the trust in the future.



•

MV Partners may sell some or all of the underlying properties and such sale may not be in the best interests of the trust unitholders. In the event MV Partners sells all or any portion of the underlying properties, the purchaser of such underlying properties will acquire such underlying properties subject to the net profits interests relating thereto and, in connection therewith, such purchaser will be subject to the same standards of conduct with respect to development, operation and abandonment of such underlying properties as are imposed on MV Partners. MV Partners also has the right, subject to significant limitations as described herein, to cause the trust to release all or a portion of the net profits interests in connection with a sale of a portion of the underlying properties to which such net profits interests relate. In such an event, the trust is entitled to receive its proportionate share of the proceeds from the sale attributable to the net profits interests released. See "The Underlying Properties—Sale and Abandonment of Underlying Properties."

        In making decisions with respect to the development, operation, abandonment or sale of the underlying properties, MV Partners and any successor operator will be required under the applicable conveyance to act as a reasonably prudent operator in the Mid-Continent region under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the net profits interests. Except for specified matters that require approval of the trust unitholders described in "Description of the Trust Agreement," the documents governing the trust do not provide a mechanism for resolving these conflicting interests.

The trust is managed by a trustee who cannot be replaced except at a special meeting of trust unitholders.

        The business and affairs of the trust will be managed by the trustee. The voting rights of a trust unitholder are more limited than those of stockholders of most public corporations. For example, there is no requirement for annual meetings of trust unitholders or for an annual or other periodic re-election of the trustee. The trust agreement provides that the trustee may only be removed and replaced by the holders of a majority of the outstanding trust units at a special meeting of trust unitholders called by either the trustee or the holders of not less than 10% of the outstanding trust units. As a result, it will be difficult to remove or replace the trustee.

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Trust unitholders have limited ability to enforce provisions of the net profits interests.

        The trust agreement permits the trustee to sue MV Partners or any other future owner of the underlying properties on behalf of the trust to enforce the terms of the conveyance creating the net profits interests. If the trustee does not take appropriate action to enforce provisions of the conveyance, your recourse as a trust unitholder would be limited to bringing a lawsuit against the trustee to compel the trustee to take specified actions. The trust agreement expressly limits the trust unitholders' ability to directly sue MV Partners or any other third party other than the trustee. As a result, the unitholders will not be able to sue MV Partners or any future owner of the underlying properties to enforce these rights.

Courts outside of Delaware may not recognize the limited liability of the trust unitholders provided under Delaware law.

        Under the Delaware Statutory Trust Act, trust unitholders will be entitled to the same limitation of personal liability extended to stockholders of private corporations under the General Corporation Law of the State of Delaware. No assurance can be given, however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.

The operations of the properties comprising the underlying properties may result in significant costs and liabilities with respect to environmental and operational safety matters.

        Significant costs and liabilities can be incurred as a result of environmental and safety requirements applicable to the oil and natural gas exploration, development and production activities of the properties comprising the underlying properties. These costs and liabilities could arise under a wide range of federal, state and local environmental and safety laws and regulations, including regulations and enforcement policies, which have tended to become increasingly strict over time. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of cleanup and site restoration costs and liens, and to a lesser extent, issuance of injunctions to limit or cease operations. In addition, claims for damages to persons or property may result from environmental and other impacts of the operations of the properties comprising the underlying properties.

        Strict, joint and several liability may be imposed under certain environmental laws, which could cause liability for the conduct of others or for the consequences of one's own actions that were in compliance with all applicable laws at the time those actions were taken. New laws, regulations or enforcement policies could be more stringent and impose unforeseen liabilities or significantly increase compliance costs. If it were not possible to recover the resulting costs through insurance or increased revenues, this could have a material adverse effect on the cash distributions to the trust unitholders. Please read "The Underlying Properties—Environmental Matters and Regulation" for more information.

The operations of the underlying properties are subject to complex federal, state, local and other laws and regulations that could adversely affect the cash distributions to the trust unitholders.

        The exploration, development and production operations of the underlying properties are subject to complex and stringent laws and regulations. In order to conduct the operations of the underlying properties in compliance with these laws and regulations, MV Partners must obtain and maintain numerous permits, approvals and certificates from various federal, state, local and governmental authorities. MV Partners may incur substantial costs and experience delays in order to maintain compliance with these existing laws and regulations, which could decrease the cash distributions to the trust unitholders. In addition, the costs of compliance may increase or the operations of the underlying properties may be otherwise adversely affected if existing laws and regulations are revised or

24

reinterpreted, or if new laws and regulations become applicable to such operations. Such costs could have a material adverse effect on the cash distributions to the trust unitholders.

        The operations of the underlying properties are subject to federal, state and local laws and regulations as interpreted and enforced by governmental authorities possessing jurisdiction over various aspects of the exploration for, and the production of, oil and natural gas. Failure to comply with such laws and regulations, as interpreted and enforced, could have a material adverse effect on the cash distributions to the trust unitholders. Please read "The Underlying Properties—Environmental Matters and Regulation."

The trust has not obtained a ruling from the IRS regarding the tax treatment of ownership of the trust units.

        The trust has received an opinion of tax counsel that the trust is a grantor trust for federal income tax purposes. This means that you will be taxed directly on your pro rata share of the trust's net income, regardless of whether you receive cash distributions from the trust. See "Federal Income Tax Consequences."

        Tax counsel believes that its opinion is in accordance with the present position of the IRS regarding grantor trusts. Neither MV Partners nor the trustee has requested a ruling from the IRS regarding these tax questions. Neither MV Partners nor the trust can assure you that they would be granted such a ruling if requested or that the IRS will continue this position in the future.

        Trust unitholders should be aware of possible state tax implications of owning trust units. See "State Tax Considerations."

The trust's net profits interests may be characterized as an executory contract in bankruptcy, which could be rejected in bankruptcy, thus relieving MV Partners from its obligations to make payments to the trust with respect to the net profits interests.

        MV Partners will record the conveyances of the net profits interests in Kansas in the real property records in each Kansas county where the properties are located. MV Partners believes that the delivery and recording of the conveyances will constitute fully conveyed and vested property interests in the trust under Kansas law. Although no assurance can be given, MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the conveyance of the net profits interests, as vested and recorded property interests, cannot be avoided by a bankruptcy trustee. If in such a proceeding a determination were made that the conveyance constitutes an executory contract and the net profits interests are not fully conveyed property interests under the laws of Kansas, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interests in the pending bankruptcy proceeding.

        Oil and gas leases are real property interests under Colorado law. Net profits interests are non-operating, non-possessory interests carved out of the oil and gas leasehold estate, but Colorado courts have not directly determined whether a net profits interest is a real or a personal property interest. MV Partners believes that it is possible that the net profits interests may not be treated as real property interests under the laws of Colorado. MV Partners intends to record the conveyance of the net profits interests in the real property records of Colorado in accordance with local recording acts. MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the net profits interests relating to the underlying properties located in Colorado should be treated as fully conveyed property interests under the laws of Colorado. In such a proceeding, however, a determination could be made that the conveyance constitutes an executory contract and the net profits interests are not fully conveyed personal property interests under the laws of Colorado, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interests in the pending bankruptcy proceeding. Although no assurance can be given, MV

25

Partners does not believe that the conveyance of net profits interests relating to the underlying properties located in Colorado should be subject to rejection in a bankruptcy proceeding as an executory contract.

The ability of MV Partners to satisfy its obligations to the trust depends on the financial position of MV Partners.

        MV Partners is a privately held limited liability company engaged in the exploration, development, production, gathering and aggregation and sale of oil and natural gas, primarily in the Mid-Continent region in the United States, and it will be responsible for operating substantially all of the underlying properties. The operating agreement of MV Partners provides that Vess Oil and Murfin Drilling will operate the underlying properties on behalf of MV Partners for which MV Partners is designated as the operator. The conveyance also provides that MV Partners will be obligated to market, or cause to be marketed, the production related to the underlying properties.

        MV Partners has entered into hedge contracts with institutional counterparties, consisting of swap contracts and costless collar arrangements, to reduce the exposure of the revenue from oil production from the underlying properties to fluctuations in crude oil prices in order to achieve more predictable cash flow. The crude oil swap contracts and costless collar arrangements will settle based on the average of the settlement price for each commodity business day in the contract month. In a swap transaction, the counterparty is required to make a payment to MV Partners for the difference between the fixed price and the settlement price if the settlement price is below the fixed price. MV Partners is required to make a payment to the counterparty for the difference between the fixed price and the settlement price if the settlement price is above the fixed price. In a collar arrangement, the counterparty is required to make a payment to MV Partners for the difference between the fixed floor price and the settlement price if the settlement price is below the fixed floor price. MV Partners is required to make a payment to the counterparty for the difference between the fixed ceiling price and the settlement price if the settlement price is above the fixed ceiling price. For a detailed description of the terms of these hedge contracts, please read "The Underlying Properties—Hedge and Derivative Contracts."

        The ability of MV Partners to perform its obligations related to the operation of the underlying properties as well as its obligations related to the hedge contracts will depend on MV Partners' future financial condition and economic performance, which in turn will depend upon the supply and demand for oil and natural gas, prevailing economic conditions and upon financial, business and other factors, many of which are beyond the control of MV Partners. See "MV Partners" and "Information About MV Partners" in this prospectus for additional information relating to MV Partners, including information relating to the business of MV Partners, historical financial statements of MV Partners and other financial information relating to MV Partners.

The trust's receipt of payments based on the hedge contracts depends upon the financial position of the hedge contract counterparties.

        The counterparties to the hedge contracts consists of large credit-worthy institutions, consisting of Bank of America, Union Bank of California and SemCrude, LP, that have significant commodity derivatives operations. In the event that any of these counterparties default on their obligations to make payments to MV Partners and the trust under the hedge contracts, the cash distributions to the trust unitholders would likely be materially reduced as the hedge payments are intended to provide additional cash to the trust during periods of lower crude oil prices.

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FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements about MV Partners and the trust that are subject to risks and uncertainties. All statements other than statements of historical fact included in this document, including, without limitation, statements under "Prospectus Summary" and "Risk Factors" regarding the financial position, business strategy, production and reserve growth, and other plans and objectives for the future operations of MV Partners and the trust are forward-looking statements. Such statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. Forward-looking statements are subject to risks and uncertainties and include statements made in this prospectus under "Projected Cash Distributions," statements pertaining to future development activities and costs, and other statements in this prospectus that are prospective and constitute forward-looking statements.

        When used in this document, the words "believes," "expects," "anticipates," "intends" or similar expressions are intended to identify such forward-looking statements. The following important factors, in addition to those discussed elsewhere in this prospectus, could affect the future results of the energy industry in general, and MV Partners and the trust in particular, and could cause actual results to differ materially from those expressed in such forward-looking statements:

•

risks incident to the drilling and operation of oil and natural gas wells;



•

future production and development costs;



•

the effect of existing and future laws and regulatory actions;



•

the effect of changes in commodity prices, the impact of the hedge contracts entered into by MV Partners that relate to a portion of the oil production from the underlying properties and conditions in the capital markets;



•

competition from others in the energy industry;



•

uncertainty of estimates of oil and natural gas reserves and production; and



•

inflation.

        This prospectus describes other important factors that could cause actual results to differ materially from expectations of MV Partners and the trust, including under the heading "Risk Factors." All written and oral forward-looking statements attributable to MV Partners or the trust or persons acting on behalf of MV Partners or the trust are expressly qualified in their entirety by such factors.

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USE OF PROCEEDS

        Immediately prior to the closing of this offering, MV Partners will contribute the net profits interests to the trust in exchange for all of the outstanding trust units. MV Partners will pay underwriting discounts and expenses of approximately $12.0 million associated with this offering and will receive all net proceeds from the offering. The estimated net proceeds to MV Partners will be approximately $138.0 million, assuming an offering price of $20.00 per trust unit, and will increase to $159.0 million if the underwriters exercise their option to purchase additional trust units in full. MV Partners intends to apply the net proceeds from this offering to repay approximately $61.0 million of indebtedness of MV Partners under its bank credit facility, to repurchase equity interests in VAP-I, LLC, the owner of a 50% interest in MV Partners, that are held by Carson Private Capital for approximately $35.6 million and to distribute the remaining $41.4 million to its members. As of June 30, 2006, MV Partners' bank credit facility bore interest at 6.6% per annum and matures on December 19, 2008.

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MV PARTNERS

        MV Partners is a privately-held limited liability company engaged in the development and production of established oil and natural gas properties in the Mid-Continent region that are primarily located in Kansas. MV Partners was formed in August 2006 as a result of the conversion of MV Partners, LP to a limited liability company. MV Partners, LP was formed in 1998 to acquire oil and natural gas properties and related assets that were located in Kansas and eastern Colorado from a major oil and gas company. These properties constitute the substantial portion of the underlying properties. MV Partners acquired the remainder of the underlying properties in 1999 from a large independent oil and gas company. MV Energy, which was also formed in 1998, serves as the sole manager of MV Partners and was previously the general partner of MV Partners, LP until its conversion into a limited liability company in August 2006. The acquisition of the underlying properties by MV Partners was originally financed by a large venture capital group, which served as a limited partner of MV Partners until September 2005. In September 2005, MV Partners used bank financing to make distributions to MV Energy, LLC and VAP-I, LLC to repurchase the limited partner interests held by that large venture capital group. MV Energy is owned equally by Vess Acquisition Group, L.L.C. and Murfin, Inc.

        MV Partners is principally engaged in the development, redevelopment and production of existing wells in established fields, as well as drilling new wells in established fields. The operating agreement of MV Partners requires that it engage only in specified lines of business, including acquiring and maintaining oil and natural gas leases and related mineral interests, producing and marketing oil and natural gas, entering into hedging arrangements and other derivatives and engaging in related activities. The operating agreement further prohibits MV Partners from acquiring gas plants, refining or transportation facilities or engaging in contract drilling. In order to help ensure MV Partners' continued focus on operating and developing the underlying properties in an efficient and cost-effective manner, the parties to the operating agreement have agreed to grant the trust the right to enforce the restrictions contained in this agreement as to which lines of business MV Partners may engage in.

        Under the terms of the operating agreement of MV Partners, Vess Oil and Murfin Drilling operate on a contract basis the properties held by MV Partners for which MV Partners is designated as the operator. Murfin Drilling is a wholly owned subsidiary of Murfin, Inc. and Vess Oil is an affiliate of Vess Acquisition Group, L.L.C. Vess Oil and Murfin Drilling collectively manage the operations of approximately 96% of the oil and natural gas properties of MV Partners, based on the discounted present value of estimated future net revenues.

        The asset portfolio of MV Partners consists mostly of properties in well-established fields, some of which were discovered as early as 1915. Consequently, production rates from these mature wells have declined significantly since their first discovery as the recoverable oil and natural gas supply has been produced. In order to maximize the value of its assets, MV Partners has successfully undertaken development programs that have reduced the natural decline of the production from these fields. These developing programs have included various developmental drilling and re-entry programs, well workover programs, waterflood programs and recompletion programs that are tailored to realize the exploitation potential of each field. As a result of the development programs instituted by MV Partners, the average annual decline rate of the proved developed producing reserves attributable to the underlying properties since 2000 has been 4.0%.

        MV Partners has also utilized new techniques and technologies to more completely develop the reserves attributable to the underlying properties. Recently, MV Partners undertook a 3-D seismic survey of one of the fields that constitutes the underlying properties. As a result of this survey, MV Partners has identified multiple well sites where it intends to pursue further development activities. In addition to using 3-D seismic technology, MV Partners is working on other programs to use developing technology such as its work with the Petroleum Technology Transfer Council concerning the application

29

of gelled polymers in certain reservoirs to increase oil production and reduce water production, its work with the Department of Energy studying the injection of carbon dioxide to recover oil otherwise lost in the production process and gas gun stimulation technology.

        In order to allow the trust unitholders to more fully realize the benefits of any capital expenditures made with respect to the underlying properties, MV Partners has agreed to limit the amount of capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interests during a specified period preceding the termination of the net profits interests. See "Computation of Net Proceeds—Net Profits Interests."

        Vess Oil is an independent oil and gas operating company and, according to the 2005 Kansas Geological Survey, is the largest operator of oil in Kansas. From its inception, Vess Oil has focused on acquiring, developing, and managing oil and natural gas properties in Kansas. Initially focused on exploration activities, Vess Oil has for the past ten years concentrated on acquisitions in addition to the development and exploitation of its existing reserve base. Vess Oil currently operates over 1,200 oil, natural gas and service wells located primarily in Kansas, with growing operations in Texas. As of June 1, 2006, Vess Oil employed 12 full time employees, five contract professionals and 40 contract personnel in its Wichita office and in five field and satellite offices.

        Murfin Drilling is an independent oil and gas operation company and, according to the 2005 Kansas Geological Survey, is the third-largest oil operator in Kansas. A family-owned business originally formed in El Dorado, Kansas in 1926 and incorporated in 1990, Murfin Drilling has expanded in the past 80 years into the greater western Kansas area, southwest Nebraska, eastern Colorado and the Oklahoma Panhandle. Murfin Drilling balances exploration and production management and exploitation and acquisitions with contract drilling and well service operations. Murfin Drilling currently operates approximately 800 producing and service wells nationwide. In addition to being a major oil and gas producer and operator, Murfin Drilling also provides oilfield services, including drilling services, well servicing and rig transportation services in western Kansas, southwest Nebraska, southeastern Colorado and the Oklahoma Panhandle. As of June 30, 2006, Murfin Drilling employed approximately 275 employees that work from its headquarters in Wichita, Kansas, or its five field offices in Kansas.

The trust units do not represent interests in, or obligations of, MV Partners.

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Summary Financial, Operating and Reserve Data of MV Partners

        The summary financial data presented below should be read in conjunction with the audited financial statements and the unaudited interim financial statements of MV Partners and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations of MV Partners" included elsewhere in this prospectus. The following summary financial data of MV Partners as of December 31, 2003, 2004 and 2005, and for each of the years in the three-year period ended December 31, 2005, have been derived from MV Partners' audited financial statements. The following summary financial data of MV Partners as of March 31, 2006, and for the three-month periods ended March 31, 2005 and 2006, have been derived from MV Partners' unaudited interim financial statements. The unaudited financial statements were prepared on a basis consistent with the audited statements and, in the opinion of MV Partners, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results of MV Partners for the periods presented.

        The summary unaudited pro forma financial data for the year ended December 31, 2005, and as of and for the three months ended March 31, 2006, set forth in the following table have been derived from the unaudited pro forma financial statements of MV Partners included in this prospectus beginning on page MVF-23. The pro forma adjustments have been prepared as if the offer and sale of the trust units and the application of the net proceeds therefrom had taken place (1) on March 31, 2006, in the case of the pro forma balance sheet information as of March 31, 2006, and (2) as of January 1, 2005, in the case of the pro forma statement of earnings information for the year ended December 31, 2005, and for the three months ended March 31, 2006.

	Year ended December 31,						Three months ended March 31,				Pro forma
Historical results											December 31, 2005		March 31, 2006
	2003		2004		2005		2005		2006
	(in thousands)
Revenue	$	28,046	$	31,045	$	36,162	$	7,223	$	8,772	$	11,766	$	2,897
Net earnings		7,090		10,341		13,125		2,066		2,052		4,980		770
Total assets (at period end)		65,165		64,437		68,303		64,361		67,811		N/A		51,254
Long-term liabilities, excluding current maturities (at period end)		29,484		35,176		91,793		36,397		100,749		N/A		161,192

        During the last quarter of 2005, through a series of transactions in connection with an ownership change, MV Partners refinanced its debt and borrowed an additional $65 million, bringing its total bank borrowings to $90 million on December 21, 2005. The oil and natural gas properties of MV Partners formed the collateral base for its refinancing and its fair market value was sufficient as collateral for the loan facility. The carrying costs of the oil and natural gas properties was not written up as part of this transaction and remain at their historical cost basis, which relates back to their acquisition in 1998. Therefore, the carrying costs of the assets at December 31, 2005 and March 31, 2006 are less than the total liabilities on the historical results above. If the historical costs of the underlying properties were replaced with the estimated current market values, MV Partners believes its total assets as of March 31, 2006 would exceed its total liabilities.

        The table below includes selected production and reserve information for MV Partners for the periods presented.

	Year ended December 31,			Three months ended March 31,
Historical results
	2003	2004	2005	2005	2006
Production (MBoe)	1,219	1,147	1,076	257	260
Net proved reserves (MBoe) (at period end)	15,924	16,176	18,203	N/A	N/A
Net proved developed reserves (MBoe) (at period end)	15,212	15,577	16,136	N/A	N/A

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Management of MV Partners

        MV Partners does not currently have any executive officers, directors or employees. Instead, MV Partners is managed by an executive management team consisting of certain officers and employees of Vess Oil and Murfin Drilling. Set forth in the table below are the names, ages, function performed on behalf of MV Partners and employer of the members of the executive management team of MV Partners:

Name	Age	Position with MV Partners	Employer
J. Michael Vess	55	Co-Chief Executive Officer	Vess Oil
David L. Murfin	54	Co-Chief Executive Officer	Murfin Drilling
Richard J. Koll	56	Chief Financial Officer	Vess Oil
William R. Horigan	56	Vice President—Operations	Vess Oil
Brian Gaudreau	51	Vice President—Land	Vess Oil
Jerry Abels	79	Vice President—Land	Murfin Drilling
Robert D. Young	65	Treasurer	Murfin Drilling
Richard W. Green	64	Controller	Murfin Drilling

Executive Management from Vess Oil

J. Michael Vess is the President, Chief Executive Officer and principal owner of Vess Oil and is the managing member of Vess Acquisition Group, L.L.C. Mr. Vess co-founded Vess Oil in 1979 and continues to be responsible for the coordination and supervision of exploration and production and the acquisition of its oil and natural gas reserves. Mr. Vess received a Bachelor of Business Administration degree from Wichita State University in 1972 and subsequently received his CPA certificate. Mr. Vess currently serves on the Board of Directors and Executive Committees for the Kansas Independent Oil and Gas Association ("KIOGA") and is the current Chairman of the KIOGA Committee on Electricity. He is also a member of the Interstate Oil and Gas Compact Commission Outreach Committee.

Richard J. Koll is the Financial Manager for Vess Oil where he oversees administrative and accounting matters. Mr. Koll has held his current position since he joined Vess Oil in 1992. Mr. Koll received a Bachelor of Business Administration degree in Accounting from Wichita State University in 1972 and subsequently received his CPA certificate. He is currently the Chairman of the KIOGA Committee on Ad Valorem Taxes and also serves on the Board of Directors and Executive Committee for KIOGA. He is a member of the Kansas Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

William R. Horigan is the Vice President of Operations for Vess Oil where he is responsible for the engineering, enhancement and exploitation of its existing properties as well as the engineering analysis and evaluation of its future reserve acquisitions. Mr. Horigan joined Vess Oil in 1988 as Operations Manager. Prior to joining Vess Oil, Mr. Horigan served in various petroleum engineering capacities for Amoco Production Company beginning in 1975. Mr. Horigan graduated from the University of Kansas in 1974 with a Bachelor of Science degree in Chemical Engineering. Mr. Horigan is a member of the Society of Petroleum Engineers and serves on the Executive Board for the Wichita Section. He is also a member of the Producers Advisory Group and Petroleum Technology Transfer Council of the North Mid-Continent Region.

Brian Gaudreau is the Vice President of Land for Vess Oil where he is responsible for land, contracts and acquisitions. Mr. Gaudreau joined Vess Oil in 2002 as Vice President, Land and

32

Acquisitions. Prior to joining Vess Oil, he held the title of Manager, Land and Acquisitions for Stelbar Oil Corporation, Inc. beginning in 1989. Mr. Gaudreau graduated from the University of Kansas in 1977 with a Bachelors degree in Economics. Mr. Gaudreau belongs to the American Association of Professional Landmen and the Dallas Acquisitions, Divestitures, and Mergers Energy Forum and is the current Secretary of KIOGA.

Executive Management from Murfin Drilling

David L. Murfin is the President of Murfin Drilling and the Chairman and Chief Executive Officer of Murfin, Inc. Mr. Murfin has held his positions at Murfin Drilling and Murfin, Inc. since 1992 and 1998, respectively. Mr. Murfin received degrees in Mechanical Engineering and Business Administration from the University of Kansas in 1975. Mr. Murfin has previously served as National Chairman of the Liaison Committee of Cooperating Oil & Gas Associations, President of the KIOGA, a Regional Vice President of the Texas Independent Producers and Royalty Owners Association, and a member of the Executive Committee of the Board of Directors of the International Association of Drilling Contractors. Mr. Murfin currently serves on the Board of Directors of the Independent Petroleum Association of America and on the National Petroleum Council.

Jerry Abels is Land Manager for Murfin Drilling where he is responsible for land and contracts. Mr. Abels has held his position at Murfin Drilling since 1979. Prior to joining Murfin Drilling, he was involved in his own oilfield equipment and exploration business. Mr. Abels received a degree in Business from the University of Texas in 1951. Mr. Abels is a CPLM, Certified Petroleum Landman, and has served on the National Board of the AAPL, American Association of Petroleum Landmen.

Richard W. Green is the Controller of Murfin Drilling. After receiving his Masters in Science Accounting in 1971 from Wichita State University, Mr. Green spent eight years in public accounting with Peterson, Peterson and Goss CPA's. Mr. Green joined Murfin Drilling as Assistant Controller in 1980.

Robert D. Young is the Treasurer and Chief Financial Officer of Murfin Drilling and the Chief Financial Officer of Murfin, Inc. After receiving a Bachelor of Business Administration degree in Accounting from Wichita State University in 1965, Mr. Young began his career in 1965 with Peterson, Peterson and Goss CPA's. Mr. Young joined Murfin Drilling as Controller and financial advisor to the sole owner of the company in 1974. Mr. Young is currently serving on the Board of Directors and is Treasurer of the Petroleum Club of Wichita and is a member of the Kansas Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

33

Beneficial Ownership of MV Partners

        The following chart shows the ownership structure of MV Partners.

        The following table sets forth the beneficial ownership of interests in MV Partners that will be outstanding upon the consummation of this offering, assuming no exercise of the underwriters' option to purchase additional trust units, and the application of the related net proceeds to be received by MV Partners and held by:

•

each person who will then beneficially own 5% or more of the outstanding member interests in MV Partners;



•

each member of MV Partners' executive management team; and



•

all members of MV Partners' executive management team as a group.

34

        Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all member interests of MV Partners shown as beneficially owned by them. The table below gives effect to the repurchase of all of the member interests beneficially owned by one of the members of MV Partners using the net proceeds from this offering as described in "Use of Proceeds."

Name of Beneficial Owner	Percentage of Member Interests Beneficially Owned
MV Energy, LLC(1)	85.0	%
VAP-I, LLC(2)	50.0	%
Vess Acquisition Group, L.L.C.(3)	42.5	%
Murfin, Inc.(4)	44.9	%
J. Michael Vess(5)	42.1	%
David L. Murfin(6)	36.4	%
William R. Horigan	—
Brian Gaudreau	—
Jerry Abels	—
Robert D. Young	—
Richard W. Green	—
Richard J. Koll	—
Executive management team as a group(1)(2)(3)(4)(5)(6)	78.5	%

(1)

MV Energy, LLC owns 50% of the membership interests of MV Partners. Vess Acquisition Group, L.L.C. and Murfin, Inc. each own 50% of the membership interests of MV Energy, LLC. MV Energy also owns 69.9% of VAP-I, LLC, which owns 50% of the member interests of MV Partners. The address of MV Energy, LLC is 250 N. Water, Suite 300, Wichita, Kansas 67202.

(2)

VAP-I, LLC owns 50% of the member interests of MV Partners. MV Energy, LLC and Murfin, Inc. own 69.9% and 4.8%, respectively, of the member interests of VAP-I, LLC. The address of VAP-I, LLC is 8100 E. 22nd North, Building 300, Wichita, Kansas 67226.

(3)

Vess Acquisition Group, L.L.C. owns 50% of the member interests of MV Energy, LLC, the sole manager of MV Partners. MV Energy owns 85.0% of the member interests of MV Partners through its ownership of a 50% member interest in MV Partners and a 69.9% member interest in VAP-I, LLC. Vess Energy, L.L.C. controls Vess Acquisition Group and owns 80% of the member interests of Vess Acquisition Group. A trust formed by J. Michael Vess, of which Mr. Vess acts as trustee and is the sole beneficiary, owns 52% of the member interests of Vess Energy. The address of Vess Acquisition Group is 8100 E. 22nd North, Building 300, Wichita, Kansas 67226.

(4)

Murfin, Inc. owns 50% of the member interests of MV Energy, LLC, the sole manager of MV Partners. MV Energy owns 85.0% of the member interests of MV Partners through its ownership of a 50% member interest in MV Partners and a 69.9% member interest in VAP-I, LLC. Mr. Murfin and his immediate family beneficially own 32.9% of Murfin, Inc. and Mr. Murfin has the power to vote 81.1% of the shares of common stock of Murfin, Inc. Mr. Murfin's two sisters, who are directors in Murfin, Inc, and their immediate families each beneficially own 32.9% of Murfin, Inc. Mr. Murfin's mother beneficially owns the remaining 1.3% of Murfin, Inc. Mr. Murfin may be deemed to beneficially own 100% of Murfin, Inc. The address of Murfin, Inc. is 250 N. Water, Suite 300, Wichita, Kansas 67202.

(5)

Mr. Vess holds 18.8% of his interests in MV Partners through the J. Michael Vess Revocable Trust, for which Mr. Vess is both the trustee and the sole beneficiary. Mr. Vess also has dispositive power

35

over an additional 23.3% of MV Partners. The address of Mr. Vess is 8100 E. 22nd North, Building 300, Wichita, Kansas 67226.

(6)

Mr. Murfin holds his interests in MV Partners through Murfin, Inc. Mr. Murfin and his immediate family beneficially own 32.9% of Murfin, Inc. and Mr. Murfin has the power to vote 81.1% of the shares of common stock of Murfin, Inc. Mr. Murfin's two sisters, who are directors in Murfin, Inc, and their immediate families each beneficially own 32.9% of Murfin, Inc. Mr. Murfin's mother beneficially owns the remaining 1.3% of Murfin, Inc. Mr. Murfin may be deemed to beneficially own 100% of Murfin, Inc. The address of Mr. Murfin is 250 N. Water, Suite 300, Wichita, Kansas 67202.

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THE TRUST

        The trust is a statutory trust created under the Delaware Statutory Trust Act in August 2006. The business and affairs of the trust will be managed by JPMorgan Chase Bank, N.A., as trustee. MV Partners has no ability to manage or influence the operations of the trust. In addition, Wilmington Trust Company will act as Delaware trustee of the trust. The Delaware trustee will have only minimal rights and duties as are necessary to satisfy the requirements of the Delaware Statutory Trust Act. In connection with the completion of this offering, MV Partners will contribute the net profits interests to the trust in exchange for all 11,500,000 of the outstanding trust units.

        The trustee can authorize the trust to borrow money to pay trust administrative or incidental expenses that exceed cash held by the trust. The trustee may authorize the trust to borrow from the trustee as a lender provided the terms of the loan are fair to the trust unitholders. The trustee may also deposit funds awaiting distribution in an account with itself, if the interest paid to the trust at least equals amounts paid by the trustee on similar deposits, and make other short-term investments with the funds distributed to the trust.

        The trust will pay the trustee an administrative fee of $150,000 per year. The trust will pay the Delaware trustee a fee of $2,500 per year. The trust will also incur legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by the trust before distributions are made to trust unitholders. Total administrative expenses of the trust on an annualized basis for 2006 are initially expected to be approximately $660,000, including the administrative services fee payable to MV Partners.

        The net profits interests will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests), and the trust will soon thereafter wind up its affairs and terminate.

Administrative Services Agreement

        In connection with the closing of this offering, the trust will enter into an administrative services agreement with MV Partners that obligates the trust, throughout the term of the trust, to pay to MV Partners each quarter an administrative services fee for accounting, bookkeeping and informational services to be performed by MV Partners on behalf of the trust relating to the net profits interests. The annual fee, payable in equal quarterly installments, will total $60,000 in 2006 and will increase by 4% each year beginning in January 2007. MV Partners and the trustee each may terminate the administrative services agreement at any time following delivery of notice no less than 90 days prior to the date of termination.

37

PROJECTED CASH DISTRIBUTIONS

        Immediately prior to the closing of this offering, MV Partners will create the term net profits interests through a conveyance to the trust of term net profits interests carved from MV Partners' interests in all of its oil and natural gas properties, which properties are located in the Mid-Continent region in the States of Kansas and Colorado. The net profits interests will entitle the trust to receive 80% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties until the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests).

        The amount of trust revenues and cash distributions to trust unitholders will depend on, among other things:

•

oil prices and, to a lesser extent, natural gas prices;



•

the volume of oil, natural gas and natural gas liquids produced and sold;



•

the settlement prices of the hedge contracts;



•

property and production taxes;



•

production, development and post-production costs; and



•

administrative expenses of the trust.

Projected Cash Distributions

        The following table sets forth a projection of cash distributions to holders of trust units who own trust units as of the record date for the distribution related to oil, natural gas and natural gas liquid production for the first quarter of 2007 and continue to own those trust units through the record date for the cash distribution payable with respect to oil, natural gas and natural gas liquid production for the last quarter of 2007. The table also reflects the methodology for calculating the projected cash distribution. The cash distribution projections were prepared by MV Partners for twelve months ending December 31, 2007, on an accrual of production basis based on the hypothetical assumptions that are described in "—Significant Assumptions Used to Prepare the Projected Cash Distributions."

        MV Partners does not as a matter of course make public projections as to future sales, earnings or other results. However, the management of MV Partners has prepared the projected financial information set forth below to present the projected cash distributions to the holders of the trust units based on the estimates and hypothetical assumptions described below. The accompanying unaudited projected financial information was generally prepared with a view toward complying with the guidelines established by the AICPA. The preparation of the projected financial information diverged from the AICPA's guidelines, however, in that the AICPA recommends that projected financial information not be presented to persons who do not have the opportunity to negotiate directly with the preparer of such information.

        In the view of MV Partners' management, the accompanying unaudited projected financial information was prepared on a reasonable basis and reflects the best currently available estimates and judgments of MV Partners related to oil, natural gas and natural gas liquid production, operating expenses and capital expenses, based on:

•

the oil, natural gas and natural gas liquid production estimates contained in the reserve report included as Appendix A to this prospectus; and

38

•

the lease operating expenses, lease maintenance expenses, lease development expenses, lease overhead expenses, production and property taxes and hedge settlement expenses for the twelve months ending December 31, 2007, contained in the reserve report.

        The projected financial information was also based on the hypothetical assumption that prices for oil, natural gas and natural gas liquids remain constant during the twelve months ending December 31, 2007, and at First Call consensus price forecasts for 2007 as of August 3, 2006, which were $63.04 per Bbl of oil and $8.08 per Mcf of natural gas (which prices exclude the effects of financial hedging arrangements). Because there is no First Call consensus price for natural gas liquids, MV Partners used a hypothetical price equal to approximately 80% of the hypothetical price used in the projected cash distribution table for oil, which is consistent with the historical pricing realized by MV Partners for natural gas liquids and is the methodology used in the reserve report. These hypothetical prices were adjusted to take into account MV Partners' estimate of the basis differential (based on location and quality of the production) between published prices and the prices actually received by MV Partners. These hypothetical prices are the prices utilized for purposes of preparing the reserve report in accordance with the requirements of the SEC. These hypothetical assumptions are unlikely to be accurate due to fluctuations in the prices generally experienced with respect to the production of oil, natural gas and natural gas liquids, and such prices may be higher or lower than utilized for purposes of the projected financial information. See "Risk Factors—The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices."

        MV Partners utilized these production estimates, hypothetical oil, natural gas and natural gas liquid prices and cost estimates in preparing the projected financial information. This methodology is consistent with the requirements of the SEC for estimating oil, natural gas and natural gas liquid reserves and discounted present value of future net revenues attributable to the net profits interests, other than the use of First Call consensus price forecasts rather than the use of constant prices based on the prices in effect at the time of the reserve estimate as required by the rules and regulations of the SEC. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on the projected financial information.

        Neither MV Partners' independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projected financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial information.

        The projections and the estimates and hypothetical assumptions on which they are based are subject to significant uncertainties, many of which are beyond the control of MV Partners or the trust. Actual cash distributions to trust unitholders, therefore, could vary significantly based upon events or conditions occurring that are different from the events or conditions assumed to occur for purposes of these projections. Cash distributions to trust unitholders will be particularly sensitive to fluctuations in oil, natural gas and natural gas liquid prices. See "Risk Factors—The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices." As a result of typical production declines for oil and natural gas properties, production estimates generally decrease from year to year, and the projected cash distributions shown in the table below are not necessarily indicative of distributions for future years. See "—Sensitivity of Projected Cash Distributions to Oil, Natural Gas and Natural Gas Liquid Production," which shows projected effects on cash distributions from hypothetical changes in oil production. Because payments to the trust will be generated by depleting assets and the trust has a finite life with the production from the underlying properties diminishing over time, a portion of each distribution will represent a return of your original investment. See "Risk Factors—The reserves attributable to the underlying properties are depleting assets and production from those reserves will diminish over time. Furthermore, the trust is

39

precluded from acquiring other oil and natural gas properties or net profits interests to replace the depleting assets and production."

Projected Cash Distributions				Projection for Twelve Months Ending December 31, 2007, Based on Oil, Natural Gas and Natural Gas Liquid Production in Reserve Report
				(dollars in thousands, except per Bbl, Mcf and trust unit amounts)
Underlying properties sales volumes:
	Oil (MBbls)				1,104.0
	Natural gas (MMcf)				131.5
	Natural gas liquids (MBbls)				8.6
Assumed sales price:
	Oil (per Bbl)			$	58.74
	Natural gas (per Mcf)			$	6.85
	Natural gas liquids (Bbls)			$	46.84
Calculation of net proceeds:
	Gross proceeds:
		Oil sales		$	64,846
		Natural gas sales			901
		Natural gas liquid sales			405
		Payments made to settle hedge contracts			(908	)
			Total	$	65,244
	Costs:
		Lease operating expenses		$	11,812
		Lease maintenance expenses			798
		Lease development expenses			4,337
		Lease overhead expenses			2,154
		Production and property taxes			2,477
			Total	$	21,578
Net proceeds				$	43,666
Percentage allocable to net profits interest					80	%
Net proceeds to trust from net profits interests				$	34,933
Amounts payable to MV Partners to settle hedge contracts				$	550
Percentage allocable to trust					80	%
Payments to trust from hedge contracts					440
Total cash proceeds to trust					35,373
Trust administrative expenses					662
Projected cash distribution on trust units				$	34,711
Projected cash distribution per trust unit(1)				$	3.02

(1)

Assumes 11,500,000 trust units outstanding.

Sensitivity of Projected Cash Distributions to Oil, Natural Gas and Natural Gas Liquid Production

        The amount of revenues of the trust and cash distributions to the trust unitholders will be directly dependent on the sales price for oil, natural gas and natural gas liquid production sold from the

40

underlying properties, the volumes of oil, natural gas and natural gas liquids produced attributable to the underlying properties, payments made under the hedge contracts and, to some degree, the level of variations in lease operating expenses, lease maintenance expenses, lease development expenses, lease overhead expenses and production and property taxes. The table below demonstrates the projected effect that hypothetical changes in the estimated oil production for 2007, as reflected in the reserve report, could have on cash distributions to the trust unitholders.

        The table and discussion below sets forth sensitivity analyses of annual cash distributions per trust unit for the twelve months ending December 31, 2007, on the accrual basis, on the assumption that a trust unitholder purchased a trust unit on January 1, 2007, and held such trust unit until the quarterly record date for distributions made with respect to oil, natural gas and natural gas liquid production in the last quarter of 2007, based upon (1) the assumption that a total of 11,500,000 trust units are issued and outstanding after the closing of the offering made hereby; (2) an assumed purchase price of $20.00 per trust unit; (3) various realizations of production levels estimated in the reserve report; (4) the hypothetical commodity prices based upon First Call consensus price forecasts for oil and natural gas as of August 3, 2006; (5) the impact of the hedge contracts entered into by MV Partners that relate to production from the underlying properties; and (6) other assumptions described below under "—Significant Assumptions Used to Prepare the Projected Cash Distributions." The hypothetical commodity prices of oil, natural gas and natural gas liquid production shown have been chosen solely for illustrative purposes. For a description of the effect of calculating annual cash distributions on an accrual basis rather than on a cash basis as prescribed in the conveyance of the net profits interests, see "—Significant Assumptions Used to Prepare the Projected Cash Distributions—Timing of Actual Distributions."

The table below is not a projection or forecast of the actual or estimated results from an investment in the trust units. The purpose of the table below is to illustrate the sensitivity of cash distributions to changes in oil production levels. There is no assurance that the hypothetical assumptions described below will actually occur or that production levels will not change by amounts different from those shown in the tables.

        MV Partners has entered into certain hedge contracts related to the oil production from the underlying properties for the years 2006 through 2010. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 88% of expected production from the proved developed producing reserves attributable to the underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $65 per barrel of oil that hedge approximately 56% to 58% of expected production from the proved developed producing reserves attributable to the underlying properties in the reserve report. As a result, cash distributions related to 2006, 2007 and 2008 are not expected to fluctuate significantly due to changes in oil prices, and fluctuations in cash distributions related to 2009 and 2010 as a result of changes in oil prices will not be as significant as they would be if the hedge contracts were not in place. MV Partners has not entered into any hedge contracts related to production from the underlying properties for periods after 2010 and, therefore, cash distributions for those periods are expected to fluctuate significantly as a result of changes in oil prices after 2010. See "Risk Factors" for a discussion of various items that could impact production levels and the prices of oil and natural gas.

41

        The purpose of the table below is to illustrate the sensitivity of cash distributions solely to changes in oil production levels, excluding the impact of any price differences for production of oil from the prices forecasted. The table below is not a projection or forecast of the actual or estimated results from an investment in the trust units.

Sensitivity of Total 2007 Projected Cash Distributions Per Trust Unit
to Changes in Oil Production

Percentage of 2007 Estimated Oil Production(1)	Total 2007 Projected Cash Distributions Per Trust Unit
90%	$	2.57
95%	$	2.79
100%	$	3.02
105%	$	3.24
110%	$	3.47

(1)

Estimated oil production is based on the reserve report included as Appendix A to this prospectus, and the sensitivity analysis assumes that oil production will continue to represent the same percentage of total production as estimated for 2007 in the reserve report.

        Due to the significant hedging in place with respect to estimated 2007 oil production, no sensitivity analysis is presented to reflect the sensitivity of changes in oil prices on the level of cash distributions to unitholders. In addition, because estimated production for 2007 is expected to consist of approximately 99% oil and 1% natural gas and natural gas liquids, no sensitivity analysis is presented to reflect the sensitivity of changes in production or prices of natural gas or natural gas liquids on the level of cash distributions to unitholders.

Significant Assumptions Used to Prepare the Projected Cash Distributions

        Timing of Actual Distributions.    In preparing the projected cash distributions and sensitivity analysis above, the revenues and expenses of the trust were calculated based on the terms of the conveyance creating the trust's net profits interests. These calculations are described under "Computation of Net Proceeds—Net Profits Interests," except that amounts for the projection and table above were calculated on an accrual or production basis rather than the cash basis prescribed by the conveyance. As a result, the proceeds for production for a portion of the three months ended December 31, 2007, and reflected in the projection and sensitivity analysis, will actually enter into the calculation of net proceeds to be received by the trust in 2008. Net proceeds from production during the five months ended December 31, 2006, will in fact be distributed to the trust in 2007.

        Production Estimates.    Production estimates for 2007 are based on the reserve report. The reserve report assumed constant prices at June 30, 2006, based on a crude oil price of $73.93 ($70.68 realized) per Bbl, the weighted average wellhead natural gas price at June 30, 2006, of $5.07 per Mcf and the natural gas liquid price at June 30, 2006, of $56.37 per Bbl. Production from the underlying properties for 2007 is estimated to be 1,104.0 MBbls of oil, 131.5 MMcf of natural gas and 8.6 MBbls of natural gas liquids. See "—Oil, Natural Gas and Natural Gas Liquid Prices" below for a description of changes in production due to price variations. Net sales for the three months ended March 31, 2006, on an accrual basis were 254 MBbls of oil, 26 MMcf of natural gas and 1 MBbl of natural gas liquids. Differing levels of production will result in different levels of distributions and cash returns.

        Oil, Natural Gas and Natural Gas Liquid Prices.    Hypothetical oil and natural gas prices assumed in the projected cash distribution table are based on published First Call consensus forecasts of oil and natural gas prices for 2007 as of August 3, 2006. Published NYMEX benchmark prices for crude oil are

42

based upon an assumed light, sweet crude oil of a particular gravity that is stored in Cushing, Oklahoma while published NYMEX benchmark prices for natural gas are based upon delivery at the Henry Hub in Louisiana. These prices differ from the average or actual price received for production attributable to the underlying properties. Differentials between published oil and natural gas prices and the prices actually received for the oil and natural gas production may vary significantly due to market conditions, transportation costs and other factors.

        In the above tables, $4.31 per barrel is deducted from the First Call consensus forecast price for crude oil in 2007 to reflect these differentials. This deduction is based on MV Partners' estimate of the average difference between the NYMEX published price of crude oil and the price to be received by MV Partners for production attributable to the underlying properties during 2007. The average difference between the NYMEX published price of crude oil and the price received by MV Partners for oil production attributable to the underlying properties during the month of June 2006 was $3.25 per barrel, which is the assumed differential used in the reserve report. Pro forma average oil prices appearing in this prospectus have been adjusted for these differentials.

        In the cash distribution table, $1.23 is deducted from the First Call consensus forecast price for natural gas in 2007 to reflect these differentials. This deduction is based on MV Partners' estimate of the average difference between the NYMEX published price of natural gas and the price to be received by MV Partners for production attributable to the underlying properties during 2007. The average difference between the NYMEX published price of natural gas and the price received by MV Partners for natural gas production attributable to the underlying properties during the three months ended March 31, 2006 was $1.91 per Mcf. Because there is no First Call consensus price for natural gas liquids, MV Partners used a hypothetical price equal to approximately 80% of the hypothetical price used in the projected cash distribution table for oil, which is consistent with the historical pricing realized by MV Partners for natural gas liquids and is the methodology used in the reserve report.

        The adjustments to published oil, natural gas and natural gas liquid prices applied in the above projected cash distribution estimate are based upon an analysis by MV Partners of the historic price differentials for production from the underlying properties with consideration given to gravity, quality and transportation and marketing costs that may affect these differentials in 2007. There is no assurance that these assumed differentials will occur in 2007.

        When oil, natural gas and natural gas liquid prices decline, the operators of the properties comprising the underlying properties may elect to reduce or completely suspend production. No adjustments have been made to estimated 2007 production to reflect potential reductions or suspensions of production.

        Settlements of Hedge Contracts.    The projected gross proceeds includes the impact of payments that would be made to settle the hedge contracts in 2007 based upon the hypothetical oil prices assumed in the projected cash distribution table. In addition, the cash distribution table includes the impact of the trust's right to receive 80% of the amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. MV Partners has entered into swap contracts with respect to 687,000 Bbls of oil expected to be produced from the underlying properties during 2007 at a weighted average price per Bbl of $62.52 and has entered into costless collars with respect to 120,000 Bbls of oil expected to be produced from the underlying properties during 2007 at a weighted average floor and ceiling price of $61.00 and $68.00, respectively.

        Costs.    For 2007, MV Partners estimates lease operating expenses to be $11.8 million ($1.03 per trust unit), lease maintenance expenses to be $0.8 million ($0.07 per trust unit), lease development expenses to be $4.3 million ($0.37 per trust unit), lease overhead expenses to be $2.2 million ($0.19 per trust unit) and production and property taxes to be $2.5 million ($0.22 per trust unit). Lease overhead is the estimated fee for all properties operated by MV Partners that is deducted by MV Partners in calculating net proceeds. For a description of production expenses and development costs, see "Computation of Net Proceeds—Net Profits Interests"

        Administrative Expense.    Trust administrative expense for 2007 is assumed to be $662,000 ($0.06 per trust unit). See "The Trust."

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THE UNDERLYING PROPERTIES

        The underlying properties consist of MV Partners' net interests in all of its oil and natural gas properties as of the date of the conveyance of the net profits interests to the trust, which properties are located in the Mid-Continent region in the States of Kansas and Colorado. These oil and natural gas properties consist of approximately 985 oil and natural gas wells on approximately 202 leases. MV Partners acquired the underlying properties in two transactions, the first of which was in 1998 when it acquired a substantial portion of the underlying properties from a major oil and gas company, and the second of which was in 1999 when it acquired the remaining portion of the underlying properties from a large independent oil and natural gas company. As of June 30, 2006, proved reserves attributable to the underlying properties, as estimated in the reserve report, were approximately 18.7 MMBoe with a PV-10 of $359.9 million. During the six months ended June 30, 2006, average net daily production from the underlying properties was 2,884 Boe per day. Affiliates of MV Partners are currently the operators or contract operators of substantially all of the properties comprising the underlying properties.

        MV Partners' interests in the properties comprising the underlying properties require MV Partners to bear its proportionate share, along with the other working interest owners, of the costs of development and operation of such properties. The properties comprising the underlying properties are burdened by non-working interests owned by third parties, consisting primarily of royalty interests retained by the owners of the land subject to the working interests. These landowners' royalty interests typically entitle the landowner to receive 12.5% of the revenue derived from oil and natural gas production resulting from wells drilled on the landowner's land, without any deduction for drilling costs or other costs related to production of oil and natural gas. A working interest percentage represents a working interest owner's proportionate ownership interest in a property in relation to all other working interest owners in that property, whereas a net revenue interest percentage is a working interest owner's percentage of production after reducing such percentage by the percentage of burdens on such production such as royalties and overriding royalties.

        Based on the reserve report, the net profits interests would entitle the trust to receive net proceeds from the sale of production of 11.5 MMBoe of proved reserves attributable to the underlying properties expected to be produced during the term of the net profits interests, calculated as 80% of the proved reserves attributable to the underlying properties expected to be produced during the term of the net profits interests. The reserves attributable to the underlying properties include all reserves expected to be economically produced during the life of the properties, whereas the trust is entitled to only receive 80% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties during the term of the net profits interests.

        MV Partners' interest in the underlying properties after deducting the net profits interests entitles it to 20% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties during the term of the net profits interests and all of the net proceeds thereafter. MV Partners also intends to retain approximately 35% of the trust units following the closing of this offering, assuming no exercise of the underwriters' option to purchase additional trust units. MV Partners' retained trust units are subject to a lock-up arrangement. See "Trust Units Eligible for Future Sale—Lock-up Agreements." MV Partners believes that its retained ownership interests will provide sufficient incentive to operate (or cause to be operated) and develop the oil and natural gas properties comprising the underlying properties in an efficient and cost-effective manner. In addition, MV Partners has agreed to use commercially reasonable efforts to cause the operators of the underlying properties to operate these properties in the same manner it would if these properties were not burdened by the net profits interests.

        The Mid-Continent region is a mature producing region with well-known geologic characteristics. Most of the production from the underlying properties consists of desirable crude oil of a quality level between sweet and sour with 33 to 34 gravity averages. Most of the producing wells to which the

44

underlying properties relate are relatively shallow, ranging from 600 to 4,500 feet, and many are completed to multiple producing zones. In general, the producing wells to which the underlying properties relate have stable production profiles and their production is generally long-lived, often with total projected economic lives in excess of 50 years. Based on the reserve report, annual production from the underlying properties is expected to decline at an average annual rate of 3.5% over the next 20 years assuming no additional development drilling or other capital expenditures are made after 2010 on the underlying properties. MV Partners expects total capital expenditures for the underlying properties during the next five years will be approximately $17 million, which it expects will partially offset the natural decline in production otherwise expected to occur with respect to the underlying properties as described in more detail below.

Historical Results of the Underlying Properties

        The following table sets forth revenues, direct operating expenses and the excess of revenues over direct operating expenses relating to the underlying properties for the three years in the period ended December 31, 2005, and for the three-month periods ended March 31, 2005 and 2006, derived from the underlying properties' audited and unaudited statements of historical revenues and direct operating expenses included elsewhere in this prospectus. The unaudited statements were prepared on a basis consistent with the audited statements and, in the opinion of MV Partners, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the revenues, direct operating expenses and the excess of revenues over direct operating expenses relating to the underlying properties for the periods presented.

			Year ended December 31,									Three months ended March 31,
			2003			2004			2005			2005			2006
			(in thousands, except operating data)
Revenues:
	Oil sales		$	34,610		$	44,364		$	57,353		$	12,244		$	15,344
	Natural gas sales			562			571			609			99			183
	Natural gas liquid sales			247			294			312			48			61
	Hedge and other derivative activity			(7,383	)		(14,403	)		(22,319	)		(5,177	)		(6,883	)
		Total		28,036			30,826			35,955			7,214			8,705
Direct operating expenses:
	Lease operating expenses			10,156			10,430			11,307			2,519			2,855
	Lease maintenance			1,334			1,454			1,916			387			347
	Lease overhead			2,047			2,015			2,068			508			542
	Production and property tax			1,322			1,389			1,867			383			466
		Total		14,859			15,288			17,158			3,797			4,210
Excess of revenues over direct operating expenses			$	13,177		$	15,538		$	18,797		$	3,417		$	4,495

45

        The following table provides oil and natural gas sales volumes, average sales prices and capital expenditures relating to the underlying properties for the three years in the period ended December 31, 2005, and for the three-month periods ended March 31, 2005 and 2006. Sales volumes for natural gas liquids during the periods presented were not significant. Average prices do not include the effect of hedge and other derivative activity.

			Year ended December 31,						Three months ended March 31,
			2003		2004		2005		2005		2006
Operating data:
	Sales volumes:
		Oil (MBbls)		1,198		1,127		1,058		253		254
		Natural gas (MMcf)		116		104		89		19		26
	Average Prices:
		Oil (per Bbl)	$	28.89	$	39.37	$	54.21	$	48.36	$	60.32
		Natural gas (per Mcf)	$	4.84	$	5.51	$	6.83	$	5.18	$	7.07
Capital expenditures (in thousands):
	Property acquisition			1,108		1,380		1,895	$	297	$	343
	Well development			172		297		381		47		33
		Total	$	1,280	$	1,677	$	2,276	$	344	$	376

Discussion and Analysis of Historical Results of the Underlying Properties

Comparison of Results of the Underlying Properties for the Three Months Ended March 31, 2006 and 2005

        Excess of revenues over direct operating expenses for the underlying properties was $4.5 million for the three months ended March 31, 2006, compared to $3.4 million for the three months ended March 31, 2005. The increase was primarily a result of an increase in production and an increase in the average price received for the oil and natural gas sold. This was partially offset by an increase in direct operating expenses.

        Revenues.    Revenues from oil, natural gas and natural gas liquid sales increased $3.2 million between the periods. This increase in revenues was primarily the result of an increase in the average price received for crude oil sold from $48.36 per Bbl for the three months ended March 31, 2005 to $60.32 per Bbl for the three months ended March 31, 2006, as well as a small increase in actual volumes sold. The increase in revenues was also the result of an increase in the average price received for natural gas sold from $5.18 per Mcf for the three months ended March 31, 2005 to $7.07 per Mcf for the three months ended March 31, 2006, as well as a small increase in volumes sold.

        Hedging and Other Derivative Activities.    Hedging and other derivative activities expense increased from $5.2 million for the three months ended March 31, 2005 to $6.9 million for the three months ended March 31, 2006. This increase was due primarily to an increase in ineffectiveness of hedges and other derivatives currently in place being recorded to the expense account. At March 31, 2006, MV Partners recorded a $1.3 million expense for ineffectiveness of hedges and other derivatives compared to no ineffective portion at March 31, 2005. A small increase in this expense was due to the higher average NYMEX settle price for the first quarter of 2006 of $63.48 compared to $49.84 for the first quarter of 2005. The weighted average price of hedges and other derivatives for the first quarter of 2006 was $38.41 compared to $23.82 for the first quarter of 2005.

        Prices.    The average price received for the crude oil and natural gas sold increased primarily as a result of an increase in the oil price and natural gas price indices on which the sales prices for a majority of the production were based.

46

        Volumes.    The increase in oil, natural gas and natural gas liquid sales volumes was primarily attributable to the low production affected by the ice storm in the first quarter of 2005 and the results of MV Partners' development program in the first quarter of 2006, partially offset by the natural decline of proved producing volumes.

        Direct operating expenses.    Direct operating expenses increased from $3.8 million for the three months ended March 31, 2005 to $4.2 million for the three months ended March 31, 2006. This increase was primarily a result of casing repair to several wells, repair and cleanout of a salt water disposal system well and continuing restoration of wells from inactive status to producing status. Operating costs associated with primary vendors' fuel increases also contributed a small portion of the increase.

        Lease maintenance expense.    The small decline in lease maintenance expense was primarily due to the timing of scheduled projects in the first quarter of 2006.

        Production and Property Taxes.    Production and property taxes increased a small amount as a result of the increase in revenues from oil, natural gas and natural gas liquid sales, on which these taxes are based.

Comparison of Results of the Underlying Properties for the Years Ended December 31, 2005 and 2004

        Excess of revenues over direct operating expenses for the underlying properties was $18.8 million for the year ended December 31, 2005, compared to $15.5 million for the year ended December 31, 2004. The increase was primarily a result of an increase in the average price received for the oil and natural gas sold. This was partially offset by a decrease in production and an increase in direct operating expenses.

        Revenues.    Revenues from oil, natural gas and natural gas liquid sales increased $13.0 million between the periods. This increase in revenues was primarily the result of an increase in the average price received for crude oil sold from $39.37 per Bbl for the year ended December 31, 2004 to $54.21 per Bbl for the year ended December 31, 2005. The increase in revenues was also the result of an increase in the average price received for natural gas sold from $5.51 per Mcf for the year ended December 31, 2004 to $6.83 per Mcf for the year ended December 31, 2005.

        Hedging and Other Derivative Activities.    Hedging and other derivative activities expense increased from $14.4 million for the year ended December 31, 2004 to $22.3 million for the year ended December 31, 2005. This increase was due primarily to the higher average NYMEX settle price for the year ended December 31, 2005 of $56.57 compared to $41.38 for the year ended December 31, 2004. The weighted average hedge price for 2005 was $28.60 compared to $24.02 for 2004. A small increase was due to ineffectiveness of hedges currently in place being recorded to the expense account. In the year ended December 31, 2005, MV Partners recorded a $0.8 million expense for ineffectiveness compared to no ineffective portion for the year ended December 31, 2004.

        Prices.    The average price received for crude oil and natural gas sold increased primarily as a result of an increase in the oil price and natural gas price indices on which the sales prices for a majority of the production were based.

        Volumes.    The decrease in oil, natural gas and natural gas liquid sales volumes was attributable to the natural decline of proved producing volumes along with a 2% production loss due to widespread ice storms in January and February of 2005. These declines were in part offset by the results of MV Partners' development program in 2005.

        Direct operating expenses.    Direct operating expenses increased from $15.3 million for the year ended December 31, 2004 to $17.2 million for the year ended December 31, 2005. This increase was

47

primarily a result of increased costs of primary vendors who rely on large uses of hydrocarbon products such as (1) pumpers (gasoline), (2) utilities (cost of fuel), (3) treating chemicals (hydrocarbon base) and (4) pulling units (fuel surcharge). This increase was also supplemented by wage increases associated with the increased demand for oilfield employees and increases in the price of steel for tubular and other metal products.

        Lease maintenance expense.    Reactivating shut-in wells accounted for the largest part of the increase in lease maintenance expenses during 2005. The same factors described above in direct operating expenses concerning increased costs of primary vendors also contributed to the increase in lease maintenance expense.

        Production and Property Taxes.    Production and property taxes increased $0.5 million as a result of the increase in revenues from oil, natural gas and natural gas liquid sales and increased equipment value on which these taxes are based.

Comparison of Results of the Underlying Properties for the Years Ended December 31, 2004 and 2003

        Excess of revenues over direct operating expenses for the underlying properties was $15.5 million for the year ended December 31, 2004, compared to $13.2 million for the year ended December 31, 2003. The increase was primarily a result of an increase in the average price received for the oil and natural gas sold. This was partially offset by a decrease in production and an increase in direct operating expenses.

        Revenues.    Revenues from oil, natural gas and natural gas liquid sales increased $9.8 million between these periods. This increase in revenues was primarily the result of an increase in the average price received for crude oil sold from $28.89 per Bbl for the year ended December 31, 2003 to $39.37 per Bbl for the year ended December 31, 2004. The increase in revenues was also the result of an increase in the average price received for natural gas sold from $4.84 per Mcf for the year ended December 31, 2003 to $5.51 per Mcf for the year ended December 31, 2004.

        Prices.    The average price received for crude oil and natural gas sold increased primarily as a result of an increase in the oil price and natural gas price indices on which the sales prices for a majority of the production were based.

        Hedging and Other Derivative Activities.    Hedging and other derivative activities expense increased from $7.4 million for the year ended December 31, 2003 to $14.4 million for the year ended December 31, 2004. This increase was due primarily to the higher average NYMEX settle price for the year ended December 31, 2004 of $41.38 compared to $31.07 for the year ended December 31, 2003. The weighted average hedge price for 2004 was $24.02 compared to $22.14 for 2003.

        Volumes.    The decrease in oil, natural gas and natural gas liquid sales volumes was primarily attributable to the natural decline of proved producing volumes. This decline was in part offset by the results of MV Partners' development program in 2004.

        Direct operating expenses.    Direct operating expenses increased from $14.9 million for the year ended December 31, 2003 to $15.3 million for the year ended December 31, 2004. This increase of 2.7% was primarily a result of general inflation in MV Partners' primary vendor costs.

        Production and Property Taxes.    Production and property taxes increased $0.1 million as a result of the increase in revenues from the sale of oil, natural gas and natural gas liquids on which these taxes are based.

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Hedge and Derivative Contracts

        The revenues derived from the underlying properties depend substantially on prevailing crude oil and, to a lesser extent, natural gas and natural gas liquid prices. As a result, commodity prices also affect the amount of cash flow available for distribution to the trust unitholders. Lower prices may also reduce the amount of oil, natural gas and natural gas liquids that MV Partners can economically produce. MV Partners sells the oil, natural gas and natural gas liquid production from the underlying properties under floating market price contracts each month. MV Partners has entered into the hedge and other derivative contracts to reduce the exposure of the revenues from oil production from the underlying properties from 2006 through 2010 to fluctuations in crude oil prices and to achieve more predictable cash flow. However, these contracts limit the amount of cash available for distribution if prices increase. The hedge and other derivative contracts consist of fixed price swap contracts and costless collar arrangements that have been placed with major trading counterparties who MV Partners believes represent minimal credit risks. MV Partners cannot provide assurance, however, that these trading counterparties will not become credit risks in the future.

        The crude oil swap contracts and costless collar arrangements will settle based on the average of the settlement price for each commodity business day in the contract month. In a swap transaction, the counterparty is required to make a payment to MV Partners for the difference between the fixed price and the settlement price if the settlement price is below the fixed price. MV Partners is required to make a payment to the counterparty for the difference between the fixed price and the settlement price if the settlement price is above the fixed price. In a collar arrangement, the counterparty is required to make a payment to MV Partners for the difference between the fixed floor price and the settlement price if the settlement price is below the fixed floor price. MV Partners is required to make a payment to the counterparty for the difference between the fixed ceiling price and the settlement price if the settlement price is above the fixed ceiling price. Neither party is required to make a payment if the settlement price falls between the fixed floor and ceiling prices. As of June 30, 2006, MV Partners' crude oil price risk management positions in swap contracts and collar arrangements were as follows:

	Fixed Price Swaps			Collars
					Weighted Average Price (Per Bbl)
Month	Volumes (Bbls)	Weighted Average Price (Per Bbl)		Volumes (Bbls)
					Floor		Ceiling
July 2006	70,664	$	63.02	—	$	—	$	—
August 2006	70,349		63.02	—		—		—
September 2006	70,037		63.01	—		—		—
October 2006	69,729		63.01	—		—		—
November 2006	69,422		63.00	—		—		—
December 2006	69,120		63.00	—		—		—
January 2007	16,000		58.31	10,000		61.00		68.00
February 2007	61,000		63.33	10,000		61.00		68.00
March 2007	61,000		63.21	10,000		61.00		68.00
April 2007	61,000		63.08	10,000		61.00		68.00
May 2007	61,000		62.92	10,000		61.00		68.00
June 2007	61,000		62.76	10,000		61.00		68.00
July 2007	61,000		62.61	10,000		61.00		68.00
August 2007	61,000		62.47	10,000		61.00		68.00
September 2007	61,000		62.33	10,000		61.00		68.00
October 2007	61,000		62.18	10,000		61.00		68.00
November 2007	61,000		62.04	10,000		61.00		68.00
December 2007	61,000		61.89	10,000		61.00		68.00
January 2008	106,167		60.42	—		—		—

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February 2008	61,167	$	58.53	—	—	—
March 2008	61,167		58.53	—	—	—
April 2008	61,167		58.53	—	—	—
May 2008	61,167		58.53	—	—	—
June 2008	61,167		58.53	—	—	—
July 2008	61,167		58.53	—	—	—
August 2008	61,167		58.53	—	—	—
September 2008	61,167		58.53	—	—	—
October 2008	61,167		58.53	—	—	—
November 2008	61,167		58.53	—	—	—
December 2008	61,167		58.53	—	—	—
January 2009	40,000		64.45	—	—	—
February 2009	40,000		64.45	—	—	—
March 2009	40,000		64.45	—	—	—
April 2009	40,000		64.45	—	—	—
May 2009	40,000		64.45	—	—	—
June 2009	40,000		64.45	—	—	—
July 2009	40,000		64.45	—	—	—
August 2009	40,000		64.45	—	—	—
September 2009	40,000		64.45	—	—	—
October 2009	40,000		64.45	—	—	—
November 2009	40,000		64.45	—	—	—
December 2009	40,000		64.45	—	—	—
January 2010	37,000		63.45	—	—	—
February 2010	37,000		63.45	—	—	—
March 2010	37,000		63.45	—	—	—
April 2010	37,000		63.45	—	—	—
May 2010	37,000		63.45	—	—	—
June 2010	37,000		63.45	—	—	—
July 2010	37,000		63.45	—	—	—
August 2010	37,000		63.45	—	—	—
September 2010	37,000		63.45	—	—	—
October 2010	37,000		63.45	—	—	—
November 2010	37,000		63.45	—	—	—
December 2010	37,000		63.45	—	—	—

Producing Acreage and Well Counts

        For the following data, "gross" refers to the total wells or acres in which MV Partners owns a working interest and "net" refers to gross wells or acres multiplied by the percentage working interest owned by MV Partners. Although many of MV Partners' wells produce both oil and natural gas, a well is categorized as an oil well or a natural gas well based upon the ratio of oil to natural gas production.

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        The underlying properties are interests in developed properties located in oil and natural gas producing regions of Kansas and eastern Colorado. The following is a summary of the approximate acreage of the underlying properties at June 30, 2006. Undeveloped acreage is not significant.

		Gross	Net
El Dorado Area		15,405	15,393
Northwest Kansas Area		11,885	11,840
Other		20,350	16,649
	Total	47,640	43,882

        The following is a summary of the producing wells on the underlying properties as of June 30, 2006:

		Operated Wells		Non-Operated Wells		Total
		Gross	Net	Gross	Net	Gross	Net
Oil		908	888	71	10	979	898
Natural gas		5	4	1	—	6	4
	Total	913	892	72	10	985	902

        The following is a summary of the number of developmental wells drilled by MV Partners on the underlying properties during the last three years. MV Partners did not drill any exploratory wells during the periods presented.

			Year Ended December 31,
			2003		2004		2005
			Gross	Net	Gross	Net	Gross	Net
Completed:
	Oil wells		5	5	8	8	6	6
	Natural gas wells		—	—	—	—	—	—
Non-productive			—	—	1	1	1	0.9
		Total	5	5	9	9	7	6.9

        MV Partners has drilled three wells to date in 2006. Two of the wells have been completed and are currently producing and the third well has been successfully completed and is in the process of being tied into production facilities. Drilling equipment has been contracted for the 13 wells to be drilled in the remainder 2006.

        The following table shows the average sales prices per Bbl of oil and Mcf of natural gas produced and the production costs and production and property taxes per Boe for the underlying properties. Sales volumes for natural gas liquids during the periods presented were not significant. Average prices do not include the effect of hedge and other derivative activity.

		Year Ended December 31,
		2003		2004		2005
Sales prices:
	Oil (per Bbl)	$	28.89	$	39.37	$	54.21
	Natural gas (per Mcf)	$	4.84	$	5.51	$	6.83
Lease operating expense (per Boe)		$	8.33	$	9.09	$	10.51
Lease maintenance (per Boe)		$	1.09	$	1.27	$	1.78
Lease overhead (per Boe)		$	1.68	$	1.76	$	1.92
Production and property taxes (per Boe)		$	1.08	$	1.21	$	1.74

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Major Producing Areas

        Approximately 62% of the net acres included in the underlying properties are located in the El Dorado Area, which is located in southeastern Kansas, and in the Northwest Kansas Area. The properties comprising the underlying properties are all located in mature fields that are characterized by long production histories. The properties provide continual workover and developmental opportunities which MV Partners has pursued to reduce the natural decline in production from the underlying properties.

El Dorado Area

        The properties comprising the underlying properties located in the El Dorado Area are operated on behalf of MV Partners by Vess Oil and are located in the El Dorado, Augusta and the Valley Center Fields. Vess Oil has actively pursued infill drilling, well re-entries, plugback and deepening recompletion operations, various types of restimulation work and equipment optimization programs to reduce the natural decline in production from these fields.

        El Dorado Field.    The El Dorado Field is located atop the Nemaha Ridge in Central Butler County, Kansas and was first discovered in 1915. Up to 15 horizons have been reported to contain hydrocarbons, ranging from the Admire Sands, at a depth of 650 feet, to the Arbuckle Dolomite, at a depth of 2,500 feet. The primary producing intervals are the Admire, Lansing-Kansas City, Viola, Simpson and Arbuckle. Cumulative production of all producers from the El Dorado Field has exceeded 300 MMBbls of oil with production peaking between 1916 and 1918 at 116,000 Bbls per day in 1918.

        Augusta Field.    The Augusta Field is on a trend similar to the nearby El Dorado Field and strikes northeast parallel to the Nemaha Ridge. The field was first discovered in 1914 and covers approximately 10 square miles of Butler County, Kansas. The primary producing interval has been the Arbuckle with additional production coming from the Simpson and Lansing-Kansas City intervals. Cumulative production of all producers from the Augusta Field has exceeded 48 MMBbls of oil. The Augusta Field is largely an extension of the El Dorado Field and has very similar geological characteristics.

        Vess Oil has maintained constant activity in these fields to increase production. Vess Oil plans to drill 20 infill developmental wells in the Arbuckle, Lansing-Kansas City and Simpson intervals and 16 infill developmental wells in the Whitecloud interval in the El Dorado area during the next five years. Vess Oil also plans to maintain its 11 well annual recompletion and workover program over the next five years. Vess Oil recently received approval from the Kansas Corporation Commission for water injection into the Whitecloud formation and has commenced a waterflood program to enhance production from this reservoir. Vess Oil has completed two active injection wells and plans to convert additional wells as the infill developmental drilling program proceeds. Vess Oil also plans to extend the Admire production facilities in the Oil Hill area, which will enable reactivation of several wells and several recompletion opportunities.

        Valley Center Field.    The Valley Center Field was first discovered in 1928 and covers approximately 60 square miles of Sedgwick County, Kansas. Production is primarily from the Viola interval, which is located at an average depth of 2,500 feet. Cumulative production of all producers from the Valley Center Field has exceeded 25 MMBbls of oil. The Valley Center Field has similar geological characteristics as the El Dorado Field. Vess Oil plans to drill two wells in the Valley Center Field and equip this area with high volume lift equipment.

Northwest Kansas Area

        Each of Vess Oil and Murfin Drilling operate leases on behalf of MV Partners included in the properties comprising the underlying properties that are located in the Northwest Kansas Area. The

52

primary fields in this area are the Bemis-Shutts, Trapp, Ray and Hansen Fields. Vess Oil and Murfin Drilling have actively pursued polymer treatments, stimulation workovers and recompletion operations to reduce the natural decline in production from these fields.

        Bemis-Shutts Field.    The Bemis-Shutts Field is located on the Fairport Anticline within the Central Kansas Uplift and was first discovered in 1928. The field consists of 17,080 acres in northeastern Ellis and southeastern Rooks Counties, Kansas. Production has been from multiple pay zones with the primary formation being the Arbuckle interval at a depth of 3,300 feet and the Lansing-Kansas City interval at a depth of 2,800 feet. Cumulative production of all producers from the Bemis-Shutts Field has exceeded 248 MMBbls of oil.

        Both Vess Oil and Murfin Drilling have pursued polymer treatment programs with success in the Bemis-Shutts Field and plan to continue these workovers. MV Partners recently conducted a 3-D seismic survey over a large portion of the field to further define the boundaries of the Arbuckle structure in the field and to evaluate undrilled infill locations. This data has been processed and over 14 potential infill drilling locations have been identified. Infill drilling is scheduled to start during the fourth quarter of this year

        Trapp Field.    The Trapp Field consists of 35,900 acres in Russell and Barton Counties, Kansas and was first discovered in 1929. Production has primarily been from the Lansing-Kansas City and Shawnee limestones and the Arbuckle dolomite. Cumulative production of all producers from the Trapp Field has exceeded 239 MMBbls of oil.

        Murfin Drilling operates the leases held by MV Partners in the Trapp Field. Over the next three years, Murfin Drilling plans to restimulate 12 producing wells and drill one development well in the field and recomplete three wells in other nearby zones.

        Hansen and Ray Fields.    The Hansen Field is located along the crest of the Stuttgart-Huffstutor Anticline and was first discovered in 1943. Production from this field has primarily come from the Lansing-Kansas City limestone. Cumulative production of all producers from the Hansen Field has exceeded 9.2 MMBbls of oil.

        The Ray Field is located on the eastern flank of the Central Kansas Uplift and was first discovered in 1940. Production has primarily been from the Arbuckle dolomite and the Gorham sands with additional production from the Lansing-Kansas City interval along the eastern flank of the field. Cumulative production of all producers from the Ray Field has exceeded 18 MMBbls of oil.

        The Hansen and Ray Fields consist of over 7,000 acres in Philips and Norton Counties, Kansas. Murfin Drilling operates the leases held by MV Partners in the Hansen and Ray Fields. Through the remainder of 2006, Murfin Drilling plans to clean out and acidize six injectors to improve waterflood efficiency within these fields. During the next three years, Murfin Drilling plans to reactivate one producer well and drill one development well.

Planned Development and Workover Program

        Since acquiring the underlying properties in 1998 and 1999, MV Partners has implemented a development program on the properties comprising the underlying properties to further develop proved undeveloped reserves and help offset the natural decline in production. These activities included recompletion of certain existing wells into new producing horizons as well as the drilling of infill development wells. Recently, MV Partners undertook a 3-D seismic survey of one of the fields constituting a part of the underlying properties. As a result of this survey, MV Partners has identified multiple well sites that it intends to develop. In the future, MV Partners plans to expand its 3-D seismic program into other fields constituting a part of the underlying properties. MV Partners also has implemented workover programs to increase production and improve the operation and efficiency of

53

existing wells on the properties comprising the underlying properties. MV Partners is also actively exploring new ways to use technology in various projects, including its work with the Petroleum Technology Transfer Council to implement better applications of gelled polymer in certain reservoirs to increase oil production while reducing associated water production, its cooperation in a study with the Department of Energy of injecting carbon dioxide into certain reservoirs to recover otherwise lost oil reserves and its use of gas gun stimulation technology.

        MV Partners expects total capital expenditures for the underlying properties during the next five years will be approximately $17 million. Of this total, MV Partners contemplated spending approximately $12.3 million to drill approximately 60 development wells in ten project areas and approximately $4.7 million for recompletion and workovers of existing wells. These capital expenditures will be deducted from the gross proceeds in calculating the net proceeds used to calculate the net profits interests. MV Partners expects that these capital projects will add production that will partially offset the natural decline in production otherwise expected to occur with respect to the underlying properties.

        MV Partners has agreed that, during each twelve-month period beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interests), capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interests will be limited to the average annual capital expenditures during the preceding three years, as adjusted for inflation. See "Computation of Net Proceeds—Net Profits Interests." MV Partners believes that this limitation on future capital expenditures will allow the public trust unitholders to more fully realize the benefits of capital expenditures made with respect to the underlying properties.

Reserves

        Cawley, Gillespie & Associates, Inc. estimated oil, natural gas and natural gas liquid reserves attributable to the underlying properties as of June 30, 2006. Numerous uncertainties are inherent in estimating reserve volumes and values, and the estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production of the reserves may vary significantly from the original estimates.

        Cawley, Gillespie & Associates, Inc. calculated reserve quantities and revenues attributable to the net profits interests based on projections of reserves and revenues attributable to the underlying properties less reserve quantities of a sufficient value to pay 80% of the future estimated costs, before trust administrative expenses, that are deducted in calculating net proceeds. Proved reserve quantities attributable to the net profits interests are calculated by multiplying the gross reserves for the underlying properties by the net profits interest assigned to the trust in the underlying properties. The net revenues attributable to the trust's reserves are net of the share of applicable production and development expenses, taxes and post-production costs that are used to calculate the net profits interests. The reserves and net revenues attributable to the net profits interests include only the reserves attributable to the underlying properties that are expected to be produced within the term of the net profits interests calculated as described above.

        The discounted estimated future net revenues presented below were prepared using assumptions required by the SEC. Except to the extent otherwise described below, these assumptions include the use of prices for oil, natural gas and natural gas liquids as of June 30, 2006, of $70.68 per Bbl of oil, $5.07 per Mcf of natural gas and $56.37 per Bbl of natural gas liquids, as well as costs for estimated future development and production expenditures to produce the proved reserves as of June 30, 2006. The estimated future net revenues from proved reserves also gives effect to the impact of the hedge contracts on the price received in connection with the sale of oil production from the underlying

54

properties. Because oil, natural gas and natural gas liquid prices are influenced by many factors, use of prices as of June 30, 2006, as required by the SEC, may not be the most accurate basis for estimating future revenues of reserve data. Future net cash flows are discounted at an annual rate of 10%. There is no provision for federal income taxes with respect to the future net cash flows attributable to the underlying properties or the net profits interests because future net revenues are not subject to taxation at the MV Partners or trust level.

        Proved Reserves of Underlying Properties and Net Profits Interests.    The following table sets forth, as of June 30, 2006, certain estimated proved reserves, estimated future net revenues and the discounted present value thereof attributable to the underlying properties and the net profits interests, in each case derived from the reserve report. A summary of the reserve report is included as Appendix A to this prospectus.

		Underlying Properties(1)		80% of Underlying Properties(2)		Net Profits Interests(3)
		(in thousands)
Proved Reserves:
	Oil (MBbls)		18,424		11,302		7,337
	Natural gas (MMcf)		1,422		1,006		684
	Natural gas liquids (MBbls)		106		71		48
	Oil equivalents (MBoe)		18,730		11,516		7,482
Proved Developed Reserves:
	Oil (MBbls)		16,460		9,776		N/A
	Natural gas liquids (MMcf)		1,123		768		N/A
	Natural gas liquids (MBbls)		106		71		N/A
	Oil equivalents (MBoe)		16,716		9,950		N/A
Future net revenues		$	785,820	$	524,774	$	524,774
Discounted estimated future net revenues(4)		$	359,936	$	279,588	$	279,588
Standardized measure(5)		$	359,936	$	279,588	$	279,588

(1)

Reserve volumes and estimated future net revenues for underlying properties reflect volumes and revenues attributable to MV Partners' net interests in the properties comprising the underlying properties.

(2)

Reflects 80% of proved reserves attributable to the underlying properties expected to be produced within the term of the net profits interests based on the reserve report.

(3)

Proved reserves for the net profits interests are calculated as (x) 80% of proved reserves of the underlying properties less (y) reserve quantities of a sufficient value to pay 80% of the future estimated costs that are deducted in calculating net proceeds. Accordingly, proved reserves for the net profits interests reflect quantities expected to be produced during the term of the net profits interests that are calculated after reductions for future costs and expenses based on price and cost assumptions used in the reserve estimates.

(4)

The present values of future net revenues for the underlying properties and the net profits interests were determined using a discount rate of 10% per annum.

(5)

As of June 30, 2006, MV Partners was structured as a limited partnership. Accordingly, no provision for federal or state income taxes has been provided because taxable income was passed through to the members of MV Partners. Therefore, the standardized measure of the underlying properties is equal to the PV-10, which totaled $359.9 million as of June 30, 2006.

        Information concerning historical changes in net proved reserves attributable to the underlying properties, and the calculation of the standardized measure of discounted future net revenues related

55

thereto, is contained in the unaudited supplemental information contained elsewhere in this prospectus. MV Partners has not filed reserve estimates covering the underlying properties with any other federal authority or agency.

        The following table summarizes the changes in estimated proved reserves of the underlying properties for the periods indicated. The data is presented assuming the underlying properties were acquired prior to December 31, 2002.

		Underlying Properties
		Oil (MBbl)		Natural Gas (MMcf)		Natural Gas Liquids (MBbl)		Oil Equivalents (MBoe)
		(in thousands)
Balance, December 31, 2002		16,472		2,552		143		16,991
	Revisions, extensions, discoveries and additions	322		(910	)	(26	)	153
	Production	(1,198	)	(116	)	(3	)	(1,219	)
Balance, December 31, 2003		15,596		1,526		114		15,924
	Revisions, extensions, discoveries and additions	1,447		(283	)	(1	)	1,399
	Production	(1,127	)	(104	)	(5	)	(1,147	)
Balance, December 31, 2004		15,915		1,139		108		16,176
	Revisions, extensions, discoveries and additions	3,049		309		5		3,104
	Production	(1,058	)	(89	)	(5	)	(1,076	)
Balance, December 31, 2005		17,906		1,359		109		18,203
	Revisions, extensions, discoveries and additions	773		88		(2	)	786
	Production	(254	)	(26	)	(1	)	(260	)
Balance, June 30, 2006		18,424		1,422		106		18,730
Proved Developed Reserves:
Balance, December 31, 2002		15,510		1,671		143		15,881
Balance, December 31, 2003		14,913		1,349		114		15,212
Balance, December 31, 2004		15,317		1,139		108		15,577
Balance, December 31, 2005		15,888		1,063		109		16,136
Balance, June 30, 2006		16,460		1,123		106		16,716

Sale and Abandonment of Underlying Properties

        MV Partners and any transferee of any of the underlying properties will have the right to abandon its interest in any well or property comprising a portion of the underlying properties if, in its opinion, such well or property ceases to produce or is not capable of producing in commercially paying quantities. To reduce or eliminate the potential conflict of interest between MV Partners and the trust in determining whether a well is capable of producing in commercially paying quantities, MV Partners is required under the applicable conveyance to act as a reasonably prudent operator in the Mid-Continent region under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the net profits interests as a burden on such property. For the years ended December 31, 2003, 2004 and 2005, MV Partners plugged and abandoned 8, 12 and 17 wells, respectively, based on its determination that such wells were no longer economic to operate.

        MV Partners generally may sell all or a portion of its interests in the underlying properties, subject to and burdened by the net profits interests, without the consent of the trust unitholders. In addition, MV Partners may, without the consent of the trust unitholders, require the trust to release net profits interests associated with any lease that accounts for less than or equal to 0.25% of the total production

56

from the underlying properties in the prior 12 months and provided that such releases cannot exceed, during any 12-month period, an aggregate fair market value to the trust of $500,000. These releases will be made only in connection with a sale by MV Partners of the relevant underlying properties and are conditioned upon the trust receiving an amount equal to the fair value to the trust of such net profits interests. Any net sales proceeds paid to the trust are distributable to trust unitholders for the quarter in which they are received. MV Partners has not identified for sale any of the underlying properties.

Marketing and Post-Production Services

        Pursuant to the terms of the conveyance creating the net profits interests, MV Partners will have the responsibility to market, or cause to be marketed, the oil, natural gas and natural gas liquid production attributable to the underlying properties. The terms of the conveyance creating the net profits interests do not permit MV Partners to charge any marketing fee when determining the net proceeds upon which the net profits interest will be calculated. As a result, the net proceeds to the trust from the sales of oil, natural gas and natural gas liquid production from the underlying properties will be determined based on the same price that MV Partners receives for oil, natural gas and natural gas liquid production attributable to MV Partners' remaining interest in the underlying properties.

        Kansas is a mature oil producing state with a well-developed transportation infrastructure for crude oil transportation and marketing. According to the Kansas Geological Society, more than 1,700 operators reported oil production of approximately 33.6 million barrels for the State of Kansas during 2005. Kansas is home to three oil refineries located in McPherson, El Dorado and Coffeyville, Kansas. These refineries have combined capacity to refine over 300,000 barrels of oil per day. With oil production in the State of Kansas averaging less than 100,000 barrels of oil per day, Kansas is a net importer of crude oil. As a result, Kansas operators benefit from the competitive marketing conditions for their oil production as a result of the high demand from the refineries located in Kansas.

        MV Partners currently sells all of its oil production to third party crude oil purchasers, including the three refineries identified above, at market prices. Oil production is typically transported by truck from the field to the closest gathering facility or refinery. MV Partners sells the majority of the oil production from the underlying properties under short-term contracts using market sensitive pricing. The price received by MV Partners for the oil production from the underlying properties is usually based on the NYMEX price applied to equal daily quantities on the month of delivery that is then reduced for differentials based upon delivery location and oil quality. The average differential for oil production during the month on June 2006 was $3.25 per barrel, though MV Partners expects that differential to increase in the future.

        All natural gas produced by MV Partners is marketed and sold to third party purchasers. The natural gas is sold on contract basis and, in all but one case, the contracts are in their secondary terms and are on a month-to-month basis. In all cases, the contract price is based on a percentage of a published regional index price, after adjustments for Btu content, transportation and related charges.

Title to Properties

        The properties comprising the underlying properties are subject to certain burdens that are described in more detail below. To the extent that these burdens and obligations affect MV Partners' rights to production and the value of production from the underlying properties, they have been taken into account in calculating the trust's interests and in estimating the size and the value of the reserves attributable to the underlying properties.

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        MV Partners' interests in the oil and natural gas properties comprising the underlying properties are typically subject, in one degree or another, to one or more of the following:

•

royalties, overriding royalties and other burdens, express and implied, under oil and natural gas leases;



•

overriding royalties, production payments and similar interests and other burdens created by MV Partners or its predecessors in title;



•

a variety of contractual obligations arising under operating agreements, farm-out agreements, production sales contracts and other agreements that may affect the underlying properties or their title;



•

liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements that are not yet delinquent or, if delinquent, are being contested in good faith by appropriate proceedings;



•

pooling, unitization and communitization agreements, declarations and orders;



•

easements, restrictions, rights-of-way and other matters that commonly affect property;



•

conventional rights of reassignment that obligate MV Partners to reassign all or part of a property to a third party if MV Partners intends to release or abandon such property; and



•

rights reserved to or vested in the appropriate governmental agency or authority to control or regulate the underlying properties and the net profits interests therein.

MV Partners believes that the burdens and obligations affecting the properties comprising the underlying properties are conventional in the industry for similar properties. MV Partners also believes that the existing burdens and obligations do not, in the aggregate, materially interfere with the use of the underlying properties and will not materially adversely affect the value of the net profits interest.

        MV Partners acquired the underlying properties in two transactions, the first of which was in 1998 when it acquired a substantial portion of the underlying properties from a major oil and gas company and the second of which was in 1999 when it acquired the remaining portion of the underlying properties from a large independent oil and gas company. At the time of its acquisition of the underlying properties, MV Partners undertook a thorough title examination of the underlying properties.

        MV Partners will record the conveyances of the net profits interests in Kansas in the real property records in each Kansas county where the properties are located. MV Partners believes that the delivery and recording of the conveyances will constitute fully conveyed and vested property interests in the trust under Kansas law. Although no assurance can be given, MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the conveyance of the net profits interests, as vested and recorded property interests, cannot be avoided by a bankruptcy trustee. If in such a proceeding a determination were made that the conveyance constitutes an executory contract and the net profits interests are not fully conveyed property interests under the laws of Kansas, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interests in the pending bankruptcy proceeding.

        Oil and gas leases are real property interests under Colorado law. Net profits interests are non-operating, non-possessory interests carved out of the oil and gas leasehold estate, but Colorado courts have not directly determined whether a net profits interest is a real or a personal property interest. MV Partners believes that it is possible that the net profits interests may not be treated as real property interests under the laws of Colorado. MV Partners intends to record the conveyance of the

58

net profits interests in the real property records of Colorado in accordance with local recording acts. MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the net profits interests relating to the underlying properties located in Colorado should be treated as fully conveyed property interests under the laws of Colorado. In such a proceeding, however, a determination could be made that the conveyance constitutes an executory contract and the net profits interests are not fully conveyed personal property interests under the laws of Colorado, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interests in the pending bankruptcy proceeding. Although no assurance can be given, MV Partners does not believe that the conveyance of net profits interests relating to the underlying properties located in Colorado should be subject to rejection in a bankruptcy proceeding as an executory contract.

Competition and Markets

        The oil and natural gas industry is highly competitive. MV Partners competes with major oil and natural gas companies and independent oil and natural gas companies for oil and natural gas leases, equipment, personnel and markets for the sale of oil and natural gas. Many of these competitors are financially stronger than MV Partners, but even financially troubled competitors can affect the market because of their need to sell oil and natural gas at any price to attempt to maintain cashflow. The trust will be subject to the same competitive conditions as MV Partners and other companies in the oil and natural gas industry.

        Oil and natural gas compete with other forms of energy available to customers, primarily based on price. These alternate forms of energy include electricity, coal and fuel oils. Changes in the availability or price of oil, natural gas or other forms of energy, as well as business conditions, conservation, legislation, regulations and the ability to convert to alternate fuels and other forms of energy may affect the demand for oil and natural gas.

        Future price fluctuations for oil, natural gas and natural gas liquids will directly impact trust distributions, estimates of reserves attributable to the trust's interests and estimated and actual future net revenues to the trust. In view of the many uncertainties that affect the supply and demand for oil and natural gas, neither the trust nor MV Partners can make reliable predictions of future oil and natural gas supply and demand, future product prices or the effect of future product prices on the trust.

Environmental Matters and Regulation

        General.    The operations of the properties comprising the underlying properties are subject to stringent and complex federal, state and local laws and regulations governing environmental protection as well as the discharge of materials into the environment. These laws and regulations may, among other things:

•

restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling and production activities;



•

limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and



•

require remedial measures to mitigate pollution from former and ongoing operations, such as requirements to close pits and plug abandoned wells.

        These laws, rules and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise be possible. The regulatory burden on the oil and natural gas industry increases the cost of doing business in the industry and consequently affects profitability. Additionally,

59

Congress and federal and state agencies frequently revise environmental laws and regulations, and any changes that result in more stringent and costly waste handling, disposal and cleanup requirements for the oil and natural gas industry could have a significant impact on the operating costs of the properties comprising the underlying properties.

        The following is a summary of some of the existing laws, rules and regulations to which the operations of the properties comprising the underlying properties are subject.

        Waste Handling.    The Resource Conservation and Recovery Act, or RCRA, and comparable state statutes, regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the federal Environmental Protection Agency, or EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Drilling fluids, produced waters and most of the other wastes associated with the exploration, development and production of crude oil or natural gas are currently regulated under RCRA's non-hazardous waste provisions. However, it is possible that certain oil and natural gas exploration and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. Any such change could result in an increase in the costs to manage and dispose of wastes, which could have a material adverse effect on the cash distributions to the trust unitholders.

        Comprehensive Environmental Response, Compensation and Liability Act.    The Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. These persons include the owner or operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a hazardous substance released at the site. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.

        The properties comprising the underlying properties may have been used for oil and natural gas exploration and production for many years. Although MV Partners believes that it has utilized operating and waste disposal practices that were standard in the industry at the time, hazardous substances, wastes or hydrocarbons may have been released on or under the properties, or on or under other locations, including off-site locations, where such substances have been taken for disposal. In addition, the properties comprising the underlying properties may have been operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes or hydrocarbons was not under MV Partners' control. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, MV Partners could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial plugging or pit closure operations to prevent future contamination.

        Water Discharges.    The Federal Water Pollution Control Act, or the Clean Water Act, and analogous state laws, impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by EPA or an analogous state agency. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws and regulations.

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        Air Emissions.    The Federal Clean Air Act, and comparable state laws, regulate emissions of various air pollutants through air emissions permitting programs and the imposition of other requirements. In addition, EPA has developed, and continues to develop, stringent regulations governing emissions of toxic air pollutants at specified sources. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the federal Clean Air Act and associated state laws and regulations.

        OSHA and Other Laws and Regulation.    MV Partners is subject to the requirements of the federal Occupational Safety and Health Act (OSHA) and comparable state statutes. The OSHA hazard communication standard, the EPA community right-to-know regulations under the Title III of CERCLA and similar state statutes require that MV Partners organize and/or disclose information about hazardous materials used or produced in its operations. MV Partners believes that it is in substantial compliance with these applicable requirements and with other OSHA and comparable requirements.

        The Kyoto Protocol to the United Nations Framework Convention on Climate Change became effective in February 2005. Under the Protocol, participating nations are required to implement programs to reduce emissions of certain gases, generally referred to as greenhouse gases, that are suspected of contributing to global warming. The United States is not currently a participant in the Protocol, and Congress has not actively considered recent proposed legislation directed at reducing greenhouse gas emissions. However, there has been support in various regions of the country for legislation that requires reductions in greenhouse gas emissions, and some states have already adopted legislation addressing greenhouse gas emissions from various sources, primarily power plants. The oil and natural gas industry is a direct source of certain greenhouse gas emissions, namely carbon dioxide and methane, and future restrictions on such emissions could impact the future operations of the properties comprising the underlying properties. The operations of the properties comprising the underlying properties are not adversely impacted by the current state and local climate change initiatives and, at this time, it is not possible to accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact the operations of the properties.

        MV Partners believes that it is in substantial compliance with all existing environmental laws and regulations applicable to the current operations of the properties comprising the underlying properties and that its continued compliance with existing requirements will not have a material adverse effect on the cash distributions to the trust unitholders. For instance, MV Partners did not incur any material capital expenditures for remediation or pollution control activities for the year ended December 31, 2005. Additionally, as of the date of this prospectus, it is not aware of any environmental issues or claims that will require material capital expenditures during 2006. However, there is no assurance that the passage of more stringent laws or regulations in the future will not have an negative impact on the operations of the properties comprising the underlying properties and the cash distributions to the trust unitholders.

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COMPUTATION OF NET PROCEEDS

        The provisions of the conveyance governing the computation of the net proceeds are detailed and extensive. The following information summarizes the material information contained in the conveyance related to the computation of the net proceeds. This summary may not contain all information that is important to you. For more detailed provisions concerning the net profits interests, you should read the conveyance. A copy of the conveyance has been filed as an exhibit to the registration statement. See "Where You Can Find More Information."

Net Profits Interests

        The term net profits interests will be conveyed to the trust by MV Partners by means of a conveyance instrument that will be recorded in the appropriate real property records in each county in Kansas and Colorado where the oil and natural gas properties to which the underlying properties relate are located. The net profits interest will burden the existing net interests owned by MV Partners in the properties comprising the underlying properties. MV Partners has an average working interest of approximately 94.6% and an average net revenue interest of approximately 83.6% in the properties comprising the underlying properties.

        The conveyance creating the net profits interests provides that the trust will be entitled to receive an amount of cash for each quarter equal to 80% of the net proceeds (calculated as described below) from the sale of oil, natural gas and natural gas liquid production attributable to the underlying properties.

        The amounts paid to the trust for the net profits interests are based on the definitions of "gross proceeds" and "net proceeds" contained in the conveyance and described below. Under the conveyance, net proceeds are computed quarterly, and 80% of the aggregate net proceeds attributable to a computation period will be paid to the trust on or before the 25^th day of the month following the computation period. MV Partners will not pay to the trust any interest on the net proceeds held by MV Partners prior to payment to the trust. The trustee will make distributions to trust unitholders quarterly. See "Description of the Trust Units—Distributions and Income Computations."

        "Gross proceeds" means:

•

the aggregate amount received by MV Partners from sales of oil, natural gas and natural gas liquids produced from the underlying properties, less

•

the aggregate amounts paid by MV Partners upon settlement of the hedge contracts on a quarterly basis, as specified in the hedge contracts.

        Gross proceeds does not include consideration for the transfer or sale of any underlying property by MV Partners or any subsequent owner to any new owner unless the net profits interest is released (as is permitted in certain circumstances). Gross proceeds also does not include any amount for oil, natural gas or natural gas liquids lost in production or marketing or used by the owner of the underlying properties in drilling, production and plant operations. Gross proceeds includes payments for future production if they are not subject to repayment in the event of insufficient subsequent production.

        "Net proceeds" means gross proceeds less the following:

•

all payments to mineral or landowners, such as royalties or other burdens against production, delay rentals, shut-in oil and natural gas payments, minimum royalty or other payments for drilling or deferring drilling;

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•

any taxes paid by the owner of an underlying property to the extent not deducted in calculating gross proceeds, including estimated and accrued general property (ad valorem), production, severance, sales, gathering, excise and other taxes;



•

any extraordinary taxes or windfall profits taxes that may be assessed in the future that are based on profits realized or prices received for production from the underlying properties;



•

costs paid by an owner of a property comprising the underlying properties under any joint operating agreement;



•

all other costs and expenses, capital costs and liabilities of exploring for, drilling, recompleting, workovers, operating and producing oil, natural gas and natural gas liquids, including allocated expenses such as labor, vehicle and travel costs and materials and any plugging and abandonment liabilities (net of any capital costs for which a reserve had already been made to the extent such capital costs are incurred during the computation period);



•

costs or charges associated with gathering, treating and processing oil, natural gas and natural gas liquids;



•

any overhead charge incurred pursuant to any operating agreement relating to an underlying property, including the overhead fee payable by MV Partners to Vess Oil and Murfin Drilling as described below;



•

administrative costs paid to the counterparties under the hedge contracts;



•

amounts previously included in gross proceeds but subsequently paid as a refund, interest or penalty;



•

costs and expenses for renewals or extensions of leases; and



•

at the option of MV Partners (or any subsequent owner of the underlying properties), amounts reserved for approved capital expenditure projects, including well drilling, recompletion and workover costs, which amounts will at no time exceed $1.0 million in the aggregate, and will be subject to the limitations described below.

        During each twelve-month period beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interests) (in either case, the "Capital Expenditure Limitation Date"), the sum of the capital expenditures and amounts reserved for approved capital expenditure projects for such twelve-month period may not exceed the Average Annual Capital Expenditure Amount. The "Average Annual Capital Expenditure Amount" means the quotient of (x) the sum of the capital expenditures and amounts reserved for approved capital expenditure projects with respect to the three twelve-month periods ending on the Capital Expenditure Limitation Date, divided by (y) three. Commencing on the Capital Expenditure Limitation Date, and each anniversary of the Capital Expenditure Limitation Date thereafter, the Average Annual Capital Expenditure Amount will be increased by 2.5% to account for expected increased costs due to inflation.

        As is customary in the oil and natural gas industry, MV Partners pays an overhead fee to Vess Oil and Murfin Drilling to operate the underlying properties on behalf of MV Partners. The operating activities include various engineering, accounting and administrative functions. The fee is based on a monthly charge per active operated well, which totaled $2.1 million in 2005 for all of the properties comprising the underlying properties for which MV Partners was designated as the operator. The fee is adjusted annually and will increase or decrease each year based on changes in the year-end index of average weekly earnings of crude petroleum and natural gas workers.

        In the event that the net proceeds for any computation period is a negative amount, the trust will receive no payment for that period, and any such negative amount plus accrued interest will be

63

deducted from gross proceeds in the following computation period for purposes of determining the net proceeds for that following computation period.

        Gross proceeds and net proceeds are calculated on a cash basis, except that certain costs, primarily ad valorem taxes and expenditures of a material amount, may be determined on an accrual basis.

Hedge Contracts

        MV Partners has entered into certain hedge contracts and derivative arrangements related to the oil production from the underlying properties for the years 2006 through 2010. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 88% of expected production from the underlying properties that are classified as proved developed producing in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $65 per barrel of oil that hedge approximately 56% to 58% of expected production from the underlying properties that are classified as proved developed producing in the reserve report. MV Partners has assigned to the trust the right to receive 80% of all payments payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. As of June 30, 2006, MV Partners' crude oil price risk management positions in swap contracts and collar arrangements were as follows:

	Fixed Price Swaps			Collars
					Weighted Average Price (Per Bbl)
Year Ended December 31,	Volumes (Bbls)	Weighted Average Price (Per Bbl)		Volumes (Bbls)
					Floor		Ceiling
2006	419,321	$	63.01	—	$	—	$	—
2007	687,000		62.52	120,000		61.00		68.00
2008	779,000		58.79	—		—		—
2009	480,000		64.45	—		—		—
2010	444,000		63.45	—		—		—

Additional Provisions

        If a controversy arises as to the sales price of any production, then for purposes of determining gross proceeds:

•

amounts withheld or placed in escrow by a purchaser are not considered to be received by the owner of the underlying property until actually collected;



•

amounts received by the owner of the underlying property and promptly deposited with a nonaffiliated escrow agent will not be considered to have been received until disbursed to it by the escrow agent; and



•

amounts received by the owner of the underlying property and not deposited with an escrow agent will be considered to have been received.

        The trustee is not obligated to return any cash received from the net profits interests. Any overpayments made to the trust by MV Partners due to adjustments to prior calculations of net proceeds or otherwise will reduce future amounts payable to the trust until MV Partners recovers the overpayments plus interest at the prime rate.

        The conveyance generally permits MV Partners to transfer without the consent or approval of the trust unitholders all or any part of its interest in the underlying properties, subject to the net profits interests. The trust unitholders are not entitled to any proceeds of a sale or transfer of MV Partners' interest unless the trust is required to sell the net profits interest as to such interest. Following a sale or

64

transfer, the underlying properties will continue to be subject to the net profits interests, and the net proceeds attributable to the transferred property will be calculated as part of the computation of net proceeds described in this prospectus, and paid by the purchaser or transferee to the trust.

        As the designated operator of a property comprising the underlying properties, MV Partners may enter into farm-out, operating, participation and other similar agreements to develop the property. The net profits interests held by the trust would be calculated on only the interest retained by MV Partners under the agreement and not on MV Partners' original interest before modification by the agreement. MV Partners may enter into any of these agreements without the consent or approval of the trustee or any trust unitholder.

        MV Partners and any transferee of an underlying property will have the right to abandon any well or property if it reasonably believes the well or property ceases to produce or is not capable of producing in commercially paying quantities. In making such decisions, MV Partners or any transferee of an underlying property is required under the applicable conveyance to act as a reasonably prudent operator in the Mid-Continent region under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the net profits interests as a burden on such property. Upon termination of the lease, the portion of the net profits interests relating to the abandoned property will be extinguished.

        MV Partners must maintain books and records sufficient to determine the amounts payable for the net profits interests to the trust. Quarterly and annually, MV Partners must deliver to the trustee a statement of the computation of the net proceeds for each computation period. The trustee has the right to inspect and copy the books and records maintained by MV Partners during normal business hours and upon reasonable notice.

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DESCRIPTION OF THE TRUST AGREEMENT

        The following information and the information included under "Description of the Trust Units" summarize the material information contained in the trust agreement and the conveyance. For more detailed provisions concerning the trust and the conveyance, you should read the trust agreement and the conveyance. Copies of the trust agreement and the conveyance have been filed as exhibits to the registration statement. See "Where You Can Find More Information."

Creation and Organization of the Trust; Amendments

        Immediately prior to the closing of this offering, MV Partners will contribute to the trust the term net profits interests in consideration of receipt of 11,500,000 trust units. After the offering made hereby, MV Partners will own its net interests in the underlying properties subject to and burdened by the net profits interests. The trust will be entitled to receive 80% of the net proceeds from the sale of oil, natural gas and natural gas liquid volumes produced from the underlying properties calculated in accordance with the terms of the conveyance. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts.

        The trust was created under Delaware law to acquire and hold the net profits interests for the benefit of the trust unitholders pursuant to an agreement between MV Partners, the trustee and the Delaware trustee. The net profits interests are passive in nature and neither the trust nor the trustee has any control over or responsibility for costs relating to the operation of the properties comprising the underlying properties. Neither MV Partners nor other operators of the properties comprising the underlying properties have any contractual commitments to the trust to provide additional funding or to conduct further drilling on or to maintain their ownership interest in any of these properties. After the conveyance of the net profits interests, however, MV Partners will retain an interest in each of the underlying properties. For a description of the underlying properties and other information relating to them, see "The Underlying Properties."

        The trust agreement will provide that the trust's business activities will be limited to owning the net profits interests and any activity reasonably related to such ownership, including activities required or permitted by the terms of the conveyance related to the net profits interests. As a result, the trust will not be permitted to acquire other oil and natural gas properties or net profits interests.

        The beneficial interest in the trust is divided into 11,500,000 trust units. Each of the trust units represents an equal undivided beneficial interest in the assets of the trust. You will find additional information concerning the trust units in "Description of the Trust Units."

        Amendment of the trust agreement requires a vote of holders of a majority of the outstanding trust units. However, no amendment may:

•

increase the power of the trustee or the Delaware trustee to engage in business or investment activities; or



•

alter the rights of the trust unitholders as among themselves.

        Certain amendments to the trust agreement do not require the vote of the trust unitholders. The trustee may, without approval of the trust unitholders, from time to time supplement or amend the trust agreement in order to cure any ambiguity, to correct or supplement any defective or inconsistent provisions, to grant any benefit to all of the trust unitholders or to change the name of the trust, provided such supplement or amendment is not adverse to the interest of the trust unitholders. The business and affairs of the trust will be managed by the trustee. MV Partners has no ability to manage or influence the operations of the trust.

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Assets of the Trust

        Upon completion of this offering, the assets of the trust will consist of net profits interests, the right to receive 80% of any payments under the hedge contracts and any cash and temporary investments being held for the payment of expenses and liabilities and for distribution to the trust unitholders.

Duties and Powers of the Trustee

        The duties of the trustee are specified in the trust agreement and by the laws of the State of Delaware, except as modified by the trust agreement. The trustee's principal duties consist of:

•

collecting cash attributable to the net profits interests and received upon settlement of the hedge contracts;



•

paying expenses, charges and obligations of the trust from the trust's assets;



•

distributing distributable cash to the trust unitholders;



•

causing to be prepared and distributed a tax information report for each trust unitholder and to prepare and file tax returns on behalf of the trust;



•

causing to be prepared and filed reports required to be filed under the Securities Exchange Act of 1934 and by the rules of any securities exchange or quotation system on which the trust units are listed or admitted to trading;



•

establishing, evaluating and maintaining a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002;



•

enforcing the rights under certain agreements entered into in connection with this offering; and



•

taking any action it deems necessary and advisable to best achieve the purposes of the trust.

        If a trust liability is contingent or uncertain in amount or not yet currently due and payable, the trustee may create a cash reserve to pay for the liability. If the trustee determines that the cash on hand and the cash to be received are insufficient to cover the trust's liability, the trustee may borrow funds required to pay the liabilities. The trustee may borrow the funds from any person, including itself or its affiliates. The trustee may also mortgage the assets of the trust to secure payment of the indebtedness. The terms of such indebtedness and security interest, if funds were loaned by the entity serving as trustee or Delaware trustee or an affiliate thereof, would be similar to the terms which such entity would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship, and such entity shall be entitled to enforce its rights with respect to any such indebtedness and security interest as if it were not then serving as trustee or Delaware trustee. If the trustee borrows funds, the trust unitholders will not receive distributions until the borrowed funds are repaid.

        Each quarter, the trustee will pay trust obligations and expenses and distribute to the trust unitholders the remaining proceeds received from the net profits interests. The cash held by the trustee as a reserve against future liabilities or for distribution at the next distribution date must be invested in:

•

interest bearing obligations of the United States government;



•

money market funds that invest only in United States government securities;



•

repurchase agreements secured by interest-bearing obligations of the United States government; or



•

bank certificates of deposit.

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        The trust may not acquire any asset except the net profits interests, cash and temporary cash investments, and it may not engage in any investment activity except investing cash on hand.

        The trust may merge or consolidate with or into one or more limited partnerships, general partnerships, corporations, business trusts, limited liability companies, or associations or unincorporated businesses if such transaction is agreed to by the trustee and by the affirmative vote of the holders of a majority of the outstanding trust units and such transaction is permitted under the Delaware Statutory Trust Act and any other applicable law.

        MV Partners may request that the trustee sell certain of its net profits interests under any of the following circumstances:

•

the sale does not involve a material part of the trust's assets and is in the best interests of the trust unitholders; or



•

the sale constitutes a material part of the trust's assets and is in the best interests of the trust unitholders, subject to the holders representing a majority of the outstanding trust units approving the sale.

        Upon dissolution of the trust, the trustee must sell the net profits interests. No trust unitholder approval is required in this event.

        The trustee will distribute the net proceeds from any sale of the net profits interests and other assets to the trust unitholders.

        The trustee may require any trust unitholder to dispose of his trust units if an administrative or judicial proceeding seeks to cancel or forfeit any of the property in which the trust holds an interest because of the nationality or any other status of that trust unitholder. If a trust unitholder fails to dispose of his trust units, the trustee has the right to purchase them and to borrow funds to make that purchase.

        The trustee is not expected to maintain a website for filings made by the trust with the SEC.

        The trustee may agree to modifications of the terms of the conveyance or to settle disputes involving the conveyance. The trustee may not agree to modifications or settle disputes involving the net profits interest part of the conveyance if these actions would change the character of the net profits interests in such a way that the net profits interests become working interests or that the trust becomes an operating business.

Liabilities of the Trust

        Because the trust does not conduct an active business and the trustee has little power to incur obligations, it is expected that the trust will only incur liabilities for routine administrative expenses, such as the trustee's fees and accounting, engineering, legal, tax advisory and other professional fees.

Fees and Expenses

        The trust will be responsible for paying all legal, accounting, tax advisory, engineering and stock exchange fees, printing costs and other administrative and out-of-pocket expenses incurred by or at the direction of the trustee or the Delaware trustee. These trust administrative expenses are anticipated to aggregate approximately $600,000 per year, although such costs could be greater or less depending on future events that cannot be predicted. Included in the $600,000 annual estimate is an annual administrative fee of $150,000 for the trustee and an annual administrative fee of $2,500 for the Delaware trustee. In addition, the trust will pay an annual administrative fee to MV Partners, which fee will total $60,000 in 2006 and will increase by 4% each year beginning in January 2007. See "The Trust—Administrative Services Agreement." The trust will also pay, out of the first cash payment

68

received by the trust, the trustee's and Delaware trustee's legal expenses incurred in forming the trust as well as the Delaware trustee's acceptance fee in the amount of $2,500. These costs will be deducted by the trust before distributions are made to trust unitholders.

Fiduciary Responsibility and Liability of the Trustee

        The trustee is required to act in the best interests of the trust unitholders at all times. The trustee must exercise the same judgment and care in supervising and managing the trust's assets as persons of ordinary prudence, discretion and intelligence would exercise.

        The trustee will not make business decisions affecting the assets of the trust. Therefore, substantially all of the trustee's functions under the trust agreement are expected to be ministerial in nature. See "—Duties and Limited Powers of the Trustee," above. The trust agreement, however, provides that the trustee may:

•

charge for its services as trustee;



•

retain funds to pay for future expenses and deposit them with one or more banks or financial institutions (which may include the trustee to the extent permitted by law);



•

lend funds at commercial rates to the trust to pay the trust's expenses; and



•

seek reimbursement from the trust for its out-of-pocket expenses.

        In discharging its duty to trust unitholders, the trustee may act in its discretion and will be liable to the trust unitholders only for fraud, gross negligence or acts or omissions constituting bad faith. The trustee will not be liable for any act or omission of its agents or employees unless the trustee acted in bad faith or with gross negligence in their selection and retention. The trustee will be indemnified individually or as the trustee for any liability or cost that it incurs in the administration of the trust, except in cases of fraud, gross negligence or bad faith. The trustee will have a lien on the assets of the trust as security for this indemnification and its compensation earned as trustee. Trust unitholders will not be liable to the trustee for any indemnification. See "Description of the Trust Units—Liability of Trust Unitholders." The trustee must ensure that all contractual liabilities of the trust are limited to the assets of the trust and the trustee will be liable for its failure to do so.

Duration of the Trust; Sale of Net Profits Interests

        The trust will remain in existence until the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests). The trust will dissolve prior to its termination if:

•

the trust sells all of the net profits interests;



•

annual gross proceeds attributable to the net profits interests are less than $1 million for each of two consecutive years;



•

the holders of a majority of the outstanding trust units vote in favor of dissolution; or



•

judicial dissolution of the trust.

        The trustee would then sell all of the trust's assets, either by private sale or public auction, and distribute the net proceeds of the sale to the trust unitholders.

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Dispute Resolution

        Any dispute, controversy or claim that may arise between MV Partners and the trustee relating to the trust will be submitted to binding arbitration before a tribunal of three arbitrators.

Compensation of the Trustee and the Delaware Trustee

        The trustee's and the Delaware trustee's compensation will be paid out of the trust's assets. See "—Fees and Expenses."

Miscellaneous

        The trustee may consult with counsel, accountants, tax advisors, geologists and engineers and other parties the trustee believes to be qualified as experts on the matters for which advice is sought. The trustee will be protected for any action it takes in good faith reliance upon the opinion of the expert.

        The principal offices of the trustee are located at 221 West Sixth Street, 1st Floor, Austin, Texas 78701, and its telephone number is (800) 852-1422.

        The Delaware trustee and the trustee may resign at any time or be removed with or without cause at any time by a vote of not less than a majority of the outstanding trust units. Any successor must be a bank or trust company meeting certain requirements including having combined capital, surplus and undivided profits of at least $20,000,000, in the case of the Delaware trustee, and $100,000,000, in the case of the trustee.

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DESCRIPTION OF THE TRUST UNITS

        Each trust unit is a unit of the beneficial interest in the trust and is entitled to receive cash distributions from the trust on a pro rata basis. Each trust unitholder has the same rights regarding each of his trust units as every other trust unitholder has regarding his units. The trust will have 11,500,000 trust units outstanding upon completion of this offering.

Distributions and Income Computations

        Each quarter, the trustee will determine the amount of funds available for distribution to the trust unitholders. Available funds are the excess cash, if any, received by the trust from the net profits interests, payments from the hedge contracts and other sources (such as interest earned on any amounts reserved by the trustee) that quarter, over the trust's liabilities for that quarter. Available funds will be reduced by any cash the trustee decides to hold as a reserve against future liabilities. It is expected that quarterly cash distributions during the term of the trust will be made by the trustee on or before the 25^th day of the month following the end of each quarter to the trust unitholders of record on the 10^th day of the month following the end of each quarter (or the next succeeding business day). The first distribution to trust unitholders purchasing trust units in this offering will be made on or about January 25, 2007 to trust unitholders owning trust units on January 10, 2007.

        Unless otherwise advised by counsel or the IRS, the trustee will treat the income and expenses of the trust for each quarter as belonging to the trust unitholders of record on the quarterly record date. Trust unitholders will recognize income and expenses for tax purposes in the quarter the trust receives or pays those amounts, rather than in the quarter the trust distributes them. Minor variances may occur. For example, the trustee could establish a reserve in one quarter that would not result in a tax deduction until a later quarter. The trustee could also make a payment in one quarter that would be amortized for tax purposes over several quarters. See "Federal Income Tax Consequences."

Periodic Reports

        The trustee will file all required trust federal and state income tax and information returns. The trustee will prepare and mail to trust unitholders annual reports that trust unitholders need to correctly report their share of the income and deductions of the trust. The trustee will also cause to be prepared and filed reports required to be filed under the Securities Exchange Act of 1934, as amended, and by the rules of any securities exchange or quotation system on which the trust units are listed or admitted to trading, and will also cause the trust to comply with all of the provisions of the Sarbanes-Oxley Act, including but not limited to, establishing, evaluating and maintaining a system of internal controls over financial reporting in compliance with the requirements of Section 404 thereof.

        Each trust unitholder and his representatives may examine, for any proper purpose, during reasonable business hours, the records of the trust and the trustee.

Liability of Trust Unitholders

        Under the Delaware Statutory Trust Act, trust unitholders will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit under the General Corporation Law of the State of Delaware. No assurance can be given, however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.

Voting Rights of Trust Unitholders

        The trustee or trust unitholders owning at least 10% of the outstanding trust units may call meetings of trust unitholders. The trust will be responsible for all costs associated with calling a meeting of trust unitholders unless such meeting is called by the trust unitholders, in which case the

71

trust unitholders will be responsible for all costs associated with calling such meeting of trust unitholders. Meetings must be held in such location as is designated by the trustee in the notice of such meeting. The trustee must send written notice of the time and place of the meeting and the matters to be acted upon to all of the trust unitholders at least 20 days and not more than 60 days before the meeting. Trust unitholders representing a majority of trust units outstanding must be present or represented to have a quorum. Each trust unitholder is entitled to one vote for each trust unit owned.

        Unless otherwise required by the trust agreement, a matter may be approved or disapproved by the vote of a majority of the trust units held by the trust unitholders at a meeting where there is a quorum. This is true, even if a majority of the total trust units did not approve it. The affirmative vote of the holders of a majority of the outstanding trust units is required to:

•

dissolve the trust;



•

remove the trustee or the Delaware trustee;



•

amend the trust agreement (except with respect to certain matters that do not adversely affect the rights of trust unitholders in any material respect);



•

merge or consolidate the trust with or into another entity; or



•

approve the sale of all or any material part of the assets of the trust.

        In addition, certain amendments to the trust agreement may be made by the trustee without approval of the trust unitholders. See "Description of the Trust Agreement—Creation and Organization of the Trust; Amendments." The trustee must consent before all or any part of the trust assets can be sold except in connection with the dissolution of the trust or limited sales directed by MV Partners in conjunction with its sale of underlying properties.

Comparison of Trust Units and Common Stock

        Trust unitholders have more limited voting rights than those of stockholders of most public corporations. For example, there is no requirement for annual meetings of trust unitholders or for annual or other periodic re-election of the trustee.

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        You should also be aware of the following ways in which an investment in trust units is different from an investment in common stock of a corporation.

	Trust Units	Common Stock
Voting	The trust agreement provides voting rights to trust unitholders to remove and replace the trustee and to approve or disapprove major trust transactions.	Corporate statutes provide voting rights to stockholders to elect directors and to approve or disapprove major corporate transactions.
Income Tax	The trust is not subject to income tax; trust unitholders are subject to income tax on their pro rata share of trust income, gain, loss and deduction.	Corporations are taxed on their income and their stockholders are taxed on dividends.
Distributions	Substantially all trust revenue is required to be distributed to trust unitholders.	Stockholders receive dividends at the discretion of the board of directors.
Business and Assets	The business of the trust is limited to specific assets with a finite economic life.	A corporation conducts an active business for an unlimited term and can reinvest its earnings and raise additional capital to expand.
Fiduciary Duties	To the extent provided in the trust agreement, the trustee has a fiduciary duty to the trust unitholders.	Officers and directors have a fiduciary duty of loyalty to stockholders and a duty to use due care in management and administration of a corporation.

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TRUST UNITS ELIGIBLE FOR FUTURE SALE

General

        Prior to this offering, there has been no public market for the trust units of MV Oil Trust. Sales of substantial amounts of the trust units in the open market, or the perception that those sales could occur, could adversely affect prevailing market prices.

        Upon completion of this offering, there will be outstanding 11,500,000 trust units. All of the 7,500,000 trust units sold in this offering, or the 8,625,000 trust units if the underwriters exercise their option to purchase additional trust units in full, will be freely tradable without restriction under the Securities Act. All of the trust units outstanding other than the trust units sold in this offering (a total of 4,000,000 trust units, or 2,875,000 trust units if the underwriters exercise their option to purchase additional shares in full) will be "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be sold other than through registration under the Securities Act or pursuant to an exemption from registration, subject to the restrictions on transfer contained in the lock-up agreement described below and in "Underwriting."

Lock-up Agreement

        In connection with this offering, MV Partners has agreed, for a period of 180 days after the date of this prospectus, not to offer, sell, contract to sell or otherwise dispose of or transfer any trust units or any securities convertible into or exchangeable for trust units without the prior written consent of Raymond James & Associates, Inc., subject to specified exceptions. See "Underwriting" for a description of this lock-up arrangement. Upon the expiration of this lock-up agreement, 4,000,000 trust units, or 2,875,000 trust units if the underwriters exercise their option to purchase additional trust units in full, will be eligible for sale in the public market under Rule 144 of the Securities Act, subject to volume limitations and other restrictions contained in Rule 144.

Rule 144

        In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person or persons whose trust units are aggregated, who has beneficially owned restricted trust units for at least one year, including the holding period of any prior owner would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•

1% of the number of trust units then outstanding; or



•

the average weekly reported trading volume of the trust units on the New York Stock Exchange during the four calendar weeks preceding the filing of a Form 144 with respect to the sale.

        Sales under Rule 144 also are subject to manner of sale provisions and notice requirements and to the availability of current public information about MV Oil Trust.

Rule 144(k)

        Under Rule 144(k), a person who is not deemed to have been an affiliate of MV Oil Trust at any time during the three months preceding a sale and who has beneficially owned the trust units proposed to be sold for at least two years, including the holding period of any prior owner (other than an affiliate of MV Oil Trust) is entitled to sell those shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

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Registration Rights

        We intend to enter into a registration rights agreement with MV Partners in connection with its contribution to us of all the net profits interests. In the registration rights agreement, we will agree, for the benefit of MV Partners, to register the trust units it holds. Specifically, we will agree:

•

subject to the restrictions described above under "—Lock-up Agreement" and under "Underwriting—Lock-up Agreement," to file with the SEC, within 90 days after the receipt of a request by MV Partners, a registration statement (a "shelf registration statement");



•

to use our commercially reasonable efforts to cause the shelf registration statement to become effective under the Securities Act within 180 days after the receipt of a request by MV Partners; and



•

to continuously maintain the effectiveness of the shelf registration statement under the Securities Act until the trust units covered by the shelf registration statement have been sold, transferred or otherwise disposed of:



•

pursuant to the shelf registration statement, or any other registration statement;



•

pursuant to Rule 144 under the Securities Act;



•

to the trust; or



•

in a private transaction in which MV Partners' rights under the registration rights agreement are not assigned to the transferee of the trust units.

        In connection with the preparation and filing of any shelf registration statement, we will indemnify MV Partners and its officers, directors and controlling persons from and against any liabilities under the Securities Act or any state securities laws arising from the registration statement or prospectus. We will bear all costs and expenses incidental to any shelf registration statement, excluding any underwriting discounts and fees.

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FEDERAL INCOME TAX CONSEQUENCES

U.S. Federal Tax Income Consequences

        The following is a discussion of the material U.S. federal income tax considerations that may be relevant to prospective trust unitholders and, unless otherwise noted in the following discussion, expresses the opinion of Vinson & Elkins L.L.P., insofar as it relates to matters of law and legal conclusions. This section is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing (and to the extent noted proposed) Treasury regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change or different interpretation at any time, possibly with retroactive effect. Subsequent changes in such authorities may cause the U.S. federal income tax consequences to vary substantially from the consequences described below. No attempt has been made in the following discussion to comment on all U.S. federal income tax matters affecting the trust or the trust unitholders.

        The following discussion is limited to trust unitholders who purchase the trust units upon the initial issuance at the initial issue price (which will equal the first price at which a substantial amount of trust units are sold to the public for cash) and who hold the trust units as "capital assets" (generally, property held for investment). All references to "trust unitholders" (including U.S. trust unitholders and non-U.S. trust unitholders) are to beneficial owners of the trust units. This summary does not address the effect of the U.S. federal estate or gift tax laws or the tax considerations arising under the law of any state, local or foreign jurisdiction. Moreover, the discussion has only limited application to trust unitholders subject to specialized tax treatment such as, without limitation:

•

banks, insurance companies or other financial institutions;



•

trust unitholders subject to the alternative minimum tax;



•

tax-exempt organizations;



•

dealers in securities or commodities;



•

regulated investment companies;



•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;



•

foreign persons or entities (except to the extent specifically set forth below);



•

persons that are S-corporations, partnerships or other pass-through entities;



•

persons that own their interest in the trust units through S-corporations, partnerships or other pass-through entities;



•

persons that at any time own more than 5% of the aggregate fair market value of the trust units;



•

expatriates and certain former citizens or long-term residents of the United States;



•

U.S. trust unitholders (as defined below) whose functional currency is not the U.S. dollar;



•

persons who hold the trust units as a position in a hedging transaction, "straddle," "conversion transaction" or other risk reduction transaction; or



•

persons deemed to sell the trust units under the constructive sale provisions of the Code.

        Prospective investors are urged to consult their own tax advisors as to the particular tax consequences to them of the ownership and disposition of an investment in trust units, including the applicability of any U.S. federal income, federal estate or gift tax, state, local and foreign tax laws, changes in applicable tax laws and any pending or proposed legislation.

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        As used herein, the term "U.S. trust unitholder" means a beneficial owner of trust units that for U.S. federal income tax purposes is:

•

an individual who is a citizen or resident of the United States,



•

a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, a state thereof or the District of Columbia,



•

an estate the income of which is subject to U.S. federal income taxation regardless of its source, or



•

a trust if it is subject to the primary supervision of a U.S. court and the control of one or more United States persons (as defined for U.S. federal income tax purposes) or that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

        The term "non-U.S. trust unitholder" means any beneficial owner of a trust unit that is neither a U.S. trust unitholder nor a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes.

        If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of trust units, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. A trust unitholder that is a partnership, and the partners in such partnership, should consult their own tax advisors about the U.S. federal income tax consequences of purchasing, owning, and disposing of trust units.

Classification and Taxation of the Trust

        In the opinion of Vinson & Elkins, L.L.P., for U.S. federal income tax purposes, the trust will be treated as a grantor trust and not as an unincorporated business entity. As a grantor trust, the trust will not be subject to tax at the trust level. Rather, the grantors, who in this case are the trust unitholders, will be considered to own and receive the trust's assets and income and will be directly taxable thereon as though no trust were in existence. The trust will file information returns, reporting to the trust unitholders all items of income, gain, loss, deduction and credit, which must be included in the tax returns of the trust unitholders based on their respective methods of accounting and tax years without regard to the accounting method and tax year of the trust.

        If, contrary to the opinion of counsel, the trust were determined to be an unincorporated business entity rather than a grantor trust, it generally would be treated as a partnership. The principal tax consequence of the trust's being treated as a partnership would be that all trust unitholders would report their shares of income from the trust on the accrual method of accounting regardless of their own method of accounting.

        No ruling has been or will be requested from the IRS with respect to the U.S. federal income tax treatment of the trust, including a ruling as to the status of the trust as a grantor trust or as a partnership for U.S. federal income tax purposes. Thus, no assurance can be provided that the opinions and statements set forth in this discussion of U.S. federal income tax consequences would be sustained by a court if contested by the IRS.

        The remainder of the discussion below is based on Vinson & Elkins L.L.P.'s opinion that the trust will be classified as a grantor trust for federal income tax purposes.

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Direct Taxation of Trust Unitholders

        Because the trust will be treated as a trust for U.S. federal income tax purposes, trust unitholders will be treated for such purposes as owning a direct interest in the assets of the trust, and each trust unitholder will be taxed directly on his pro rata share of the income and gain attributable to the assets of the trust and will be entitled to claim his pro rata share of the deductions and expenses attributable to the assets of the trust (subject to certain limitations discussed below). Income, gain, loss, deduction and credits attributable to the assets of the trust will be taken into account by trust unitholders consistent with their method of accounting and without regard to the taxable year or accounting method employed by the trust.

        Following the end of each quarter, the trustee will determine the amount of funds available as of the end of such quarter for distribution to the trust unitholders and will make distributions of available funds, if any, to the unitholders on or about the 25th day of the month following the end of the quarter to the unitholders of record on the last business day of such quarter. In certain circumstances, however, a trust unitholder will not receive the distribution attributable to such income. For example, if the trustee establishes a reserve or borrows money to satisfy liabilities of the trust, income associated with the cash used to establish that reserve or to repay that loan must be reported by the trust unitholder, even though that cash is not distributed to him.

        As described above, the trust will allocate items of income, gain, loss, deductions and credits to trust unitholders based on record ownership at the quarterly record dates. It is possible that the IRS could disagree with this allocation method and could assert that income and deductions of the trust should be determined and allocated on a daily or prorated basis, which could require adjustments to the tax returns of the unitholders affected by the issue and result in an increase in the administrative expense of the trust in subsequent periods.

Classification of the Net Profits Interests

        Based on representations made by MV Partners regarding the expected economic life of the underlying properties and the expected duration of the net profits interests, the net profits interests should be treated as a "production payment" under Section 636 of the Code or otherwise as a debt instrument for U.S. federal income tax purposes. Thus, each trust unitholder should be treated as making a loan on the underlying properties to MV Partners in an aggregate amount generally equal to the purchase price of the trust units reduced by the portion of the purchase price allocated to the trust's right to receive payments under the hedge contracts, and proceeds payable to the trust from the sale of production from the burdened properties should be treated as payments of principal and interest on a debt instrument issued by MV Partners.

        We will treat the net profits interests as indebtedness subject to the Treasury Regulations applicable to contingent payment debt instruments (the "CPDI regulations"), and by purchasing trust units, each trust unitholder will agree to be bound by our application of the CPDI regulations, including our determination of the rate at which interest will be deemed to accrue on the net profits interests (treated as a debt instrument for U.S. federal income tax purposes). The remainder of this discussion assumes that the net profits interests will be treated in accordance with that agreement and our determinations. No assurance can be given that the IRS will not assert that the net profits interests should be treated differently. Such different treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in trust units and could require a trust unitholder to accrue interest income at a rate different than the "comparable yield" described below.

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Tax Consequences to U.S. Trust Unitholders

Payments of Interest on the Trust Units

        Under the CPDI regulations, U.S. trust unitholders generally will be required to accrue income on the net profits interests in the amounts described below, regardless of whether the U.S. trust unitholder uses the cash or accrual method of tax accounting.

        The CPDI regulations provide that a U.S. trust unitholder must accrue an amount of ordinary interest income for U.S. federal income tax purposes, for each accrual period prior to and including the maturity date of the debt instrument that equals:

•

the product of (i) the adjusted issue price (as defined below) of the debt instrument represented by ownership of trust units as of the beginning of the accrual period; and (ii) the comparable yield to maturity (as defined below) of such debt instrument, adjusted for the length of the accrual period;



•

divided by the number of days in the accrual period; and



•

multiplied by the number of days during the accrual period that the trust unitholder held the trust units.

        The "issue price" of the debt instrument held by the trust is the first price at which a substantial amount of the trust units is sold to the public (other than the amount of such purchase price allocated to the trust's right to receive payments under the hedge contracts), excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The "adjusted issue price" of such a debt instrument is its issue price increased by any interest income previously accrued, determined without regard to any adjustments to interest accruals described below, and decreased by the projected amount of any payments scheduled to be made with respect to the debt instrument at an earlier time. The term "comparable yield" means the annual yield we would be expected to pay, as of the initial issue date, on a fixed rate debt security with no contingent payments but with terms and conditions otherwise comparable to those of the debt instrument represented by ownership of trust units.

        We have determined that the comparable yield for the debt instrument held by the trust is an annual rate of    %, compounded semi-annually. The CPDI regulations require that we provide to trust unitholders, solely for determining the amount of interest accruals for U.S. federal income tax purposes, a schedule of the projected amounts of payments, which we refer to as projected payments, on the debt instrument held by the trust. These payments set forth on the schedule must produce a total return on such debt instrument equal to its comparable yield. Amounts treated as interest under the CPDI regulations are treated as original issue discount for all purposes of the Code.

        As required by the CPDI regulations, for U.S. federal income tax purposes, each holder of trust units must use the comparable yield and the schedule of projected payments as described above in determining its interest accruals, and the adjustments thereto described below, in respect of the debt instrument held by the trust. You may obtain the projected payment schedule by submitting a written request for such information to the address set forth under "Where You Can Find More Information."

        Our determinations of the comparable yield and the projected payment schedule are not binding on the IRS and it could challenge such determinations. If it did so, and if any such challenge were successful, then the amount and timing of interest income accruals of the trust unitholders would be different from those reported by us or included on previously filed tax returns by the trust unitholders.

        The comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination for U.S. federal income tax purposes of a trust unitholder's interest accruals and adjustments thereof in respect of the debt instrument represented by ownership of trust

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units and do not constitute a projection or representation regarding the actual amounts payable on the trust units.

        If, during any taxable year, a U.S. trust unitholder receives actual payments with respect to the debt instrument held by the trust that in the aggregate exceed the total amount of projected payments for that taxable year, the trust unitholder will incur a "net positive adjustment" under the CPDI regulations equal to the amount of such excess. The U.S. trust unitholder will treat a "net positive adjustment" as additional interest income for such taxable year.

        If a U.S. trust unitholder receives in a taxable year actual payments with respect to the debt instrument held by the trust that in the aggregate are less than the amount of projected payments for that taxable year, the U.S. trust unitholder will incur a "net negative adjustment" under the CPDI regulations equal to the amount of such deficit. This adjustment will (a) reduce the U.S. trust unitholder's interest income on the debt instrument held by the trust for that taxable year, and (b) to the extent of any excess after the application of (a) give rise to an ordinary loss to the extent of the trust unitholder's interest income on such debt instrument during prior taxable years, reduced to the extent such interest was offset by prior net negative adjustments. Any negative adjustment in excess of the amount described in (a) and (b) will be carried forward, as a negative adjustment to offset future interest income in respect of the debt instrument held by the trust or to reduce the amount realized on a sale, exchange, conversion or retirement of such debt instrument.

        If the net profits interests are not treated as a debt instrument for federal income tax purposes, the trust intends to take the position that its unitholders' basis in the net profits interests is recouped ratably in proportion to the production from the net profits interests. In that event, the trust unitholders will accrue deductions on a schedule that is favorable compared to the accrual of deductions if the net profits interests are treated as a debt instrument.

        The trust is not entitled to claim depletion deductions with respect to the burdened properties.

Payments Received with Respect to the Hedge Contracts

        A portion of the purchase price paid for trust units will be allocated to the right to receive payments under the hedge contracts. A U.S. trust unitholder's basis in that right will be equal to the amount of such allocated purchase price and will be amortized over the life of the right. Under Section 67 of the Code, certain miscellaneous itemized deductions of an individual taxpayer are deductible only to the extent that in the aggregate they exceed 2% of the taxpayer's adjusted gross income, and are subject to an overall limitation. Amortization deductions attributable to the portion of the purchase price allocated to the right to receive payments under the hedge contracts will generally be subject to such limitations. A U.S. trust unitholder will be required to recognize ordinary income with respect to payments received by the trust under hedge contracts.

Disposition of Trust Units

        For U.S. federal income tax purposes, a sale of trust units will be treated as a sale by the U.S. trust unitholder of his interest in the assets of the trust. Generally, a U.S. trust unitholder will recognize gain or loss on a sale or exchange of trust units equal to the difference between the amount realized and the U.S. trust unitholder's adjusted tax basis for the trust units sold. A U.S. trust unitholder's adjusted tax basis in his trust units will be equal to the U.S. trust unitholder's original purchase price for the trust units, increased by any interest income previously accrued by the U.S. trust unitholder (determined without regard to any adjustments to interest accruals for positive or negative adjustments as described above) and decreased by the amount of any projected payments that have been previously scheduled to be made in respect of the trust units (without regard to the actual amount paid). In addition, such basis will be increased by his share of any payments that are made on the hedge contracts, reduced by the distributions of such amounts and reduced by the amortization deductions with respect to the amount paid for the right to receive payments under the hedge contracts.

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        Gain recognized upon a sale or exchange of a trust unit attributable to the net profits interests (the amount of which is reduced by any unused adjustments as discussed above) will generally be treated as ordinary interest income. Any loss will be ordinary loss to the extent of interest previously included in income (reduced by any negative adjustments thereto), and thereafter, capital loss (which will be long-term if the trust unit is held for more than one year). Net capital loss may offset no more than $3,000 of ordinary income in the case of individuals and may only be used to offset capital gain in the case of corporations.

        Gain or loss upon a sale or exchange of a trust unit attributable to the right to receive payments under the hedge contracts will generally be treated as capital gain or loss.

Trust Administrative Expenses

        Expenses of the trust will include administrative expenses of the trustee. As discussed above, certain miscellaneous itemized deductions will generally be subject to limitations on deductibility. Under these rules, administrative expenses attributable to the trust units are miscellaneous itemized deductions that generally will have to be aggregated with an individual unitholder's other miscellaneous itemized deductions to determine the excess over 2% of adjusted gross income. It is anticipated that the amount of such administrative expenses will not be significant in relation to the trust's income.

Backup Withholding and Information Reporting

        Payments of principal and interest on, and the proceeds of dispositions of, the trust units, may be subject to information reporting and U.S. federal backup withholding tax if the trust unitholder thereof fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting or certification requirements. Any amounts so withheld will be allowed as a credit against the trust unitholder's U.S. federal income tax liability.

Tax Consequences to Non-U.S. Trust Unitholders

        The following is a summary of certain material United States federal income tax consequences that will apply to you if you are a non-U.S. trust unitholder. Non-U.S. trust unitholders should consult their own independent tax advisors to determine the U.S. federal, state, local and foreign tax consequences that may be relevant to them.

Payments with Respect to the Trust Units

        Interest paid with respect to the net profits interest will be treated as interest, the amount of which is "contingent" on the earnings of MV Partners, and thus will not qualify for the "portfolio interest exemption" under Sections 871 and 881 of the Code. As a result, such interest will be subject to U.S. federal withholding tax at a 30 percent rate unless the non-U.S. trust unitholder is eligible for a lower rate under an applicable income tax treaty or the interest is effectively connected with the non-U.S. trust unitholder's conduct of a trade or business in the United States, and in either case, the non-U.S. trust unitholder provides appropriate certification. A non-U.S. trust unitholder generally can meet the certification requirement by providing an IRS Form W-8BEN (in the case of a claim of treaty benefits) or a W-8 ECI (with respect to the non-U.S. trust unitholder's conduct of a U.S. trade or business).

        Amounts paid with respect to the hedge contracts generally are not subject to U.S. federal income tax or withholding tax, but will be subject to U.S. federal income tax to the extent such amounts are deemed to arise from the conduct of a U.S. trade or business by the non-U.S. trust unitholder.

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Sale or Exchange of Trust Units

        The net profits interests will be treated as "United States real property interests" for U.S. federal income tax purposes. However, as long as the trust units are regularly traded on an established securities market, gain realized by a non-U.S. trust unitholder on a sale of trust units will be subject to federal income tax only if:

•

the gain is, or is treated as, effectively connected with business conducted by the non-U.S. trust unitholder in the United States, and in the case of an applicable tax treaty, are attributable to a U.S. permanent establishment maintained by the non-U.S. trust unitholder;



•

the non-U.S. trust unitholder is an individual who is present in the United States for at least 183 days in the year of the sale; or



•

the non-U.S. trust unitholder owns currently or owned at certain earlier times directly or by applying certain attribution rules, more than 5% of the trusts units.

        A non-U.S. trust unitholder will be subject to U.S. federal income tax on any gain allocable to the non-U.S. trust unitholder upon the sale by the trust of all or any part to the net profits interests, and distributions to the non-U.S. trust unitholder will be subject to withholding of U.S. tax (currently at the rate of 35%) to the extent the distributions are attributable to such gains.

Backup Withholding Tax and Information Reporting

        Payments to non-U.S. trust unitholders of interest, and amounts withheld from such payments, if any, generally will be required to be reported to the IRS and to the non-U.S. trust unitholder.

        A non-U.S. trust unitholder may be subject to backup withholding tax, currently at a rate of 28%, with respect to payments from the trust and the proceeds from dispositions of trust units, unless such non-U.S. trust unitholder complies with certain certification requirements (usually satisfied by providing a duly completed IRS Form W-8BEN) or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. unitholder's U.S. federal income tax liability, provided certain required information is provided to the IRS.

        Payments of the proceeds of a sale of a trust unit effected by the U.S. office of a U.S. or foreign broker will be subject to information reporting requirements and backup withholding unless the non-U.S. trust unitholder properly certifies under penalties of perjury as to its foreign status and certain other conditions are met or the non-U.S. trust unitholder otherwise establishes an exemption. Information reporting requirements and backup withholding generally will not apply to any payment of the proceeds of the sale of a trust unit effected outside of the United States by a foreign office of a broker. However, unless such a broker has documentary evidence in its records that the holder is a non-U.S. trust unitholder and certain other conditions are met, or the non-U.S. trust unitholder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the sale of a trust unit effected outside the United States by such a broker if it:

•

is a United States person;



•

derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;



•

is a controlled foreign corporation for U.S. federal income tax purposes; or



•

is a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by United States persons or is engaged in the conduct of a U.S. trade or business.

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        Any amount withheld under the backup withholding rules may be credited against the non-U.S. trust unitholder's U.S. federal income tax liability and any excess may be refundable if the proper information is provided to the IRS.

Consequences to Tax Exempt Organizations

        Employee benefit plans and most other organizations exempt from U.S. federal income tax including IRAs and other retirement plans are subject to U.S. federal income tax on unrelated business taxable income. Because the trust's income is not expected to be unrelated business taxable income, such a tax-exempt organization is not expected to be taxable on income generated by ownership of trust units so long as the trust units are not treated as debt-financed property within the meaning of Section 514(b) of the Code.

        THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS IN TRUST UNITS ARE STRONGLY ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE TRUST UNITS IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER TAX LAWS.

STATE TAX CONSIDERATIONS

        The following is intended as a brief summary of certain information regarding state income taxes and other state tax matters affecting individuals who are trust unitholders. Unitholders are urged to consult their own legal and tax advisors with respect to these matters.

        Prospective investors should consider state and local tax consequences of an investment in the trust units. The trust will own the net profits interests burdening specified oil and natural gas properties located in the states of Kansas and Colorado. Both of these states have income taxes applicable to individuals and may require the trust to withhold taxes from distributions made to nonresident unitholders. A unitholder may be required to file state income tax returns and/or pay taxes in these states and may be subject to penalties for failure to comply with such requirements.

        The trust units may constitute real property or an interest in real property under the inheritance, estate and probate laws of the states listed above.

ERISA CONSIDERATIONS

        The Employee Retirement Income Security Act of 1974, as amended, regulates pension, profit-sharing and other employee benefit plans to which it applies. ERISA also contains standards for persons who are fiduciaries of those plans. In addition, the Internal Revenue Code provides similar requirements and standards which are applicable to qualified plans, which include these types of plans, and to individual retirement accounts, whether or not subject to ERISA.

        A fiduciary of a qualified plan should carefully consider fiduciary standards under ERISA regarding the qualified plan's particular circumstances before authorizing an investment in trust units. A fiduciary should consider:

•

whether the investment satisfies the prudence requirements of Section 404(a)(1)(B) of ERISA;



•

whether the investment satisfies the diversification requirements of Section 404(a)(1)(C) of ERISA; and

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•

whether the investment is in accordance with the documents and instruments governing the qualified plan as required by Section 404(a)(1)(D) of ERISA.

        A fiduciary should also consider whether an investment in trust units might result in direct or indirect nonexempt prohibited transactions under Section 406 of ERISA and Internal Revenue Code Section 4975. In deciding whether an investment involves a prohibited transaction, a fiduciary must determine whether there are plan assets in the transaction. The Department of Labor has published final regulations concerning whether or not a qualified plan's assets would be deemed to include an interest in the underlying assets of an entity for purposes of the reporting, disclosure and fiduciary responsibility provisions of ERISA and analogous provisions of the Internal Revenue Code. These regulations provide that the underlying assets of an entity will not be considered "plan assets" if the equity interests in the entity are a publicly offered security. MV Partners expects that at the time of the sale of the trust units in this offering, they will be publicly offered securities. Fiduciaries, however, will need to determine whether the acquisition of trust units is a nonexempt prohibited transaction under the general requirements of ERISA Section 406 and Internal Revenue Code Section 4975.

        The prohibited transaction rules are complex, and persons involved in prohibited transactions are subject to penalties. For that reason, potential qualified plan investors should consult with their counsel to determine the consequences under ERISA and the Internal Revenue Code of their acquisition and ownership of trust units.

SELLING TRUST UNITHOLDER

        Immediately prior to the closing of the offering made hereby, MV Partners will convey to the trust the net profits interests in exchange for 11,500,000 trust units. Of those trust units, 7,500,000 are being offered hereby, and 1,125,000 will be subject to purchase by the underwriters from MV Partners in a subsequent resale pursuant to the underwriters' option to purchase additional trust units. MV Partners may from time to time sell such trust units if the underwriters' option to purchase additional trust units is not exercised in full. MV Partners has agreed, however, not to sell any of such trust units for a period of 180 days after the date of this prospectus without the consent of Raymond James & Associates, Inc., acting as representative of the several underwriters. See "Underwriting."

        The following table provides information regarding the selling trust unitholder's ownership of the trust units. This table assumes the underwriters' option to purchase additional trust units is not exercised.

	Ownership of trust units before offering				Ownership of trust units after offering
Selling Trust Unitholder				Number of trust units being offered
	Number	Percentage			Number	Percentage
MV Partners	11,500,000	100.0	%	7,500,000	4,000,000	34.8	%

        Prior to this offering, there has been no public market for the trust units. Therefore, if MV Partners disposes of its remaining trust units, it cannot predict the effect of such disposal on future market prices, if any, of market sales of such remaining trust units or the availability of trust units for sale. Nevertheless, sales of substantial amounts of trust units in the public market could adversely affect future market prices.

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UNDERWRITING

        Subject to the terms and conditions in an underwriting agreement dated                        , 2006, the underwriters named below, for whom Raymond James & Associates, Inc., is acting as representative, have severally agreed to purchase from MV Partners the number of trust units set forth opposite their names:

Underwriter		Number of Trust Units
Raymond James & Associates, Inc.
	Total	7,500,000

        The underwriting agreement provides that the obligations of the underwriters to purchase and accept delivery of the trust units offered by this prospectus are subject to approval by their counsel of legal matters and to other conditions set forth in the underwriting agreement. The underwriters are obligated to purchase and accept delivery of all of the trust units offered by this prospectus if any of the units are purchased, other than those covered by the option to purchase additional trust units described below.

        The underwriters propose to offer the trust units directly to the public at the public offering price indicated on the cover page of this prospectus and to various dealers at that price less a concession not in excess of $            per unit. The underwriters may allow, and the dealers may re-allow, a concession not in excess of $            per unit to other dealers. If all of the trust units are not sold at the public offering price, the underwriters may change the public offering price and other selling terms. The trust units are offered by the underwriters as stated in this prospectus, subject to receipt and acceptance by them. The underwriters reserve the right to reject an order for the purchase of the trust units in whole or in part. In connection with this offering, MV Partners expects to incur expenses of approximately $            .

Option to Purchase Additional Trust Units

        MV Partners has granted the underwriters an option, exercisable for 30 days after the date of this prospectus, to purchase from time to time up to an aggregate of 1,125,000 additional trust units to cover over-allotments, if any, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus. If the underwriters exercise this option, each underwriter, subject to certain conditions, will become obligated to purchase its pro rata portion of these additional units based on the underwriters' percentage purchase commitment in this offering as indicated in the table above. The underwriters may exercise the option to purchase additional trust units only to cover over-allotments made in connection with the sale of the trust units offered in this offering.

Discounts and Expenses

        The following table shows the amount per unit and total underwriting discounts MV Partners will pay to the underwriters (dollars in thousands, except per unit). The amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional trust units.

	Per Unit	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions
Proceeds, before expenses, to MV Partners

        We will pay Raymond James & Associates, Inc. a structuring fee of $            (or $            if the underwriters exercise their option to purchase additional trust units to cover over-allotments) for evaluation, analysis and structuring of the trust.

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        The expenses of this offering that are payable by MV Partners are estimated to be $            (exclusive of underwriting discounts and commissions). In no event will the maximum amount of compensation to be paid to members of the National Association of Securities Dealers, Inc., or the "NASD," in connection with this offering exceed 10% plus .5% for bona fide due diligence expenses.

Indemnification

        MV Partners has agreed to indemnify the underwriters against various liabilities that may arise in connection with this offering, including liabilities under the Securities Act for errors or omissions in this prospectus or the registration statement of which this prospectus is a part. However, MV Partners will not indemnify the underwriters if the error or omission was the result of information the underwriters supplied to MV Partners in writing for inclusion in this prospectus or the registration statement. If MV Partners cannot indemnify the underwriters, it has agreed to contribute to payments the underwriters may be required to make in respect of those liabilities. MV Partners' contribution would be in the proportion that the proceeds (after underwriting discounts and commissions) that MV Partners receives from this offering bear to the proceeds (from underwriting discounts and commissions) that the underwriters receive. If MV Partners cannot contribute in this proportion, MV Partners will contribute based on its faults and benefits, as set forth in the underwriting agreement.

Lock-up Agreement

        Subject to specified exceptions, MV Partners has agreed with the underwriters, for a period of 180 days after the date of this prospectus, not to offer, sell, contract to sell or otherwise dispose of or transfer any trust units or any securities convertible into or exchangeable for trust units without the prior written consent of Raymond James & Associates, Inc. This agreement also precludes any hedging collar or other transaction designed or reasonably expected to result in a disposition of trust units or securities convertible into or exercisable or exchangeable for trust units. However, Raymond James & Associates, Inc. may, in its discretion and at any time without notice, release all or any portion of the securities subject to these agreements.

        The 180-day period described in the preceding paragraphs will be extended if:

•

during the last 17 days of the 180-day period, MV Oil Trust issues a release concerning distributable cash or announces material news or a material event relating to MV Oil Trust occurs; or



•

prior to the expiration of the 180-day period, MV Oil Trust announces that it will release distributable cash results during the 16-day period beginning on the last day of the 180-day period,

in which case the restrictions described in the preceding paragraphs will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, the announcement of the material news or the occurrence of the material event.

Stabilization

        Until this offering is completed, rules of the SEC may limit the ability of the underwriters and various selling group members to bid for and purchase the trust units. As an exception to these rules, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of the trust units, including:

•

short sales,



•

syndicate covering transactions,



•

imposition of penalty bids, and

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•

purchases to cover positions created by short sales.

        Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the trust units while this offering is in progress. Stabilizing transactions may include making short sales of trust units, which involve the sale by the underwriter of a greater number of trust units than it is required to purchase in this offering and purchasing trust units from MV Partners or in the open market to cover positions created by short sales. Short sales may be "covered" shorts, which are short positions in an amount not greater than the underwriters' option to purchase additional trust units referred to above, or may be "naked" shorts, which are short positions in excess of that amount.

        Each underwriter may close out any covered short position either by exercising its option to purchase additional trust units, in whole or in part, or by purchasing trust units in the open market. In making this determination, each underwriter will consider, among other things, the price of trust units available for purchase in the open market compared to the price at which the underwriter may purchase trust units pursuant to the option to purchase additional trust units.

        A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the trust units in the open market that could adversely affect investors who purchased in this offering. To the extent that the underwriters create a naked short position, they will purchase trust units in the open market to cover the position.

        The underwriters also may impose a penalty bid on selling group members. This means that if the underwriters purchase trust units in the open market in stabilizing transactions or to cover short sales, the underwriters can require the selling group members that sold those trust units as part of this offering to repay the selling concession received by them.

        As a result of these activities, the price of the trust units may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them without notice at any time. The underwriters may carry out these transactions on the New York Stock Exchange or otherwise.

Conflicts/Affiliates

        The underwriters and their affiliates may provide in the future investment banking, financial advisory or other financial services for MV Partners and its affiliates, for which they may receive advisory or transaction fees, as applicable, plus out-of-pocket expenses, of the nature and in amounts customary in the industry for these financial services.

Discretionary Accounts

        The underwriters may confirm sales of the trust units offered by this prospectus to accounts over which they exercise discretionary authority but do not expect those sales to exceed 5% of the total trust units offered by this prospectus.

Listing

        MV Partners intends to apply to list the trust units on the New York Stock Exchange under the symbol "MVO."

IPO Pricing

        Prior to this offering, there has been no public market for the trust units. Consequently, the initial public offering price for the trust units will be determined by negotiations among MV Partners and the

87

underwriters. The primary factors to be considered in determining the initial public offering price will be:

•

estimates of distributions to trust unitholders,



•

overall quality of the oil and natural gas properties attributable to the underlying properties,



•

industry and market conditions prevalent in the energy industry,



•

the information set forth in this prospectus and otherwise available to the representatives and



•

the general conditions of the securities markets at the time of this offering.

Electronic Prospectus

        A prospectus in electronic format may be available on the Internet sites or through other online services maintained by one or more of the underwriters and selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the underwriter or the selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with MV Partners to allocate a specific number of trust units for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations.

        Other than the prospectus in electronic format, the information on any underwriter's or any selling group member's website and any information contained in any other website maintained by the underwriters or any selling group member is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by MV Partners or any underwriters or any selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

NASD Conduct Rules

        Because the NASD is expected to view the trust units offered hereby as interests in a direct participation program, this offering is being made in compliance with Rule 2810 of the NASD's Conduct Rules. Investor suitability with respect to the trust units should be judged similarly to the suitability with respect to other securities that are listed for trading on a national securities exchange.

LEGAL MATTERS

        Dorsey & Whitney (Delaware) LLP, Wilmington, Delaware, as special Delaware counsel to the trust, will give a legal opinion as to the validity of the trust units. Vinson & Elkins L.L.P., Houston, Texas, will give opinions as to certain other matters relating to the offering, including the tax opinion described in the section of this prospectus captioned "Federal Income Tax Consequences." Certain legal matters in connection with the trust units will be passed upon for the underwriters by Baker Botts L.L.P., Houston, Texas.

EXPERTS

        Certain information appearing in this prospectus regarding the June 30, 2006, estimated quantities of reserves of the underlying properties and net profits interests owned by the trust, the future net revenues from those reserves and their present value is based on estimates of the reserves and present values prepared by or derived from estimates prepared by Cawley, Gillespie & Associates, Inc., independent petroleum engineers.

        The financial statements of MV Partners as of December 31, 2004 and 2005, and for each of the three years in the period ended December 31, 2005, included in this prospectus have been audited by

88

Grant Thornton LLP, independent registered public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report.

        The statements of historical revenues and direct operating expenses of the underlying properties for each of the three years in the period ended December 31, 2005, included in this prospectus have been audited by Grant Thornton LLP, independent registered public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report.

        The statement of assets and trust corpus of MV Oil Trust as of August 11, 2006, included in this prospectus has been audited by Grant Thornton LLP, independent registered public accountants, as indicated in their report with respect thereto, and included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report.

WHERE YOU CAN FIND MORE INFORMATION

        The trust and MV Partners have filed with the SEC in Washington, D.C. a registration statement, including all amendments, under the Securities Act of 1933 relating to the trust units. As permitted by the rules and regulations of the SEC, this prospectus does not contain all of the information contained in the registration statement and the exhibits and schedules to the registration statement. You may read and copy the registration statement at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at the address in the previous sentence. To obtain information on the operation of the public reference rooms you may call the SEC at (800) SEC-0330. You can also read the trust and MV Partners' SEC filings, including the registration statement, over the Internet at the SEC's website at www.sec.gov.

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GLOSSARY OF CERTAIN OIL AND NATURAL GAS TERMS

        In this prospectus the following terms have the meanings specified below.

Bbl—One stock tank barrel, or 42 U.S. gallons liquid volume, of crude oil or other liquid hydrocarbons.

Boe—One stock tank barrel of oil equivalent, computed on an approximate energy equivalent basis that one Bbl of crude oil equals six Mcf of natural gas and one Bbl of crude oil equals 1.54 Bbls of natural gas liquids.

Btu or British Thermal Unit—The quantity of heat required to raise the temperature of one pound of water one degree Fahrenheit.

Completion—The installation of permanent equipment for the production of oil or natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

Condensate—Liquid hydrocarbons associated with the production of a primarily natural gas reserve.

Developed Acreage—The number of acres that are allocated or assignable to productive wells or wells capable of production.

Development Well—A well drilled into a proved oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

Estimated Future Net Revenues—Also referred to as "estimated future net cash flows." The result of applying current prices of oil, natural gas and natural gas liquids to estimated future production from oil, natural gas and natural gas liquids proved reserves, reduced by estimated future expenditures, based on current costs to be incurred, in developing and producing the proved reserves, excluding overhead.

Farm-in or Farm-out Agreement—An agreement under which the owner of a working interest in an oil or natural gas lease typically assigns the working interest or a portion of the working interest to another party who desires to drill on the leased acreage. Generally, the assignee is required to drill one or more wells in order to earn its interest in the acreage. The assignor usually retains a royalty or reversionary interest in the lease. The interest received by an assignee is a "farm-in" while the interest transferred by the assignor is a "farm-out."

Field—An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

Gross Acres or Gross Wells—The total acres or wells, as the case may be, in which a working interest is owned.

MBbl—One thousand barrels of crude oil or other liquid hydrocarbons.

MBoe—One thousand barrels of oil equivalent.

Mcf—One thousand standard cubic feet of natural gas.

MMBbls—One million barrels of crude oil or other liquid hydrocarbons.

MMBoe—One million barrels of oil equivalent.

MMcf—One million standard cubic feet of natural gas.

Net Acres or Net Wells—The sum of the fractional working interests owned in gross acres or wells, as the case may be.

90

Net Profits Interest—A nonoperating interest that creates a share in gross production from an operating or working interest in oil and natural gas properties. The share is measured by net profits from the sale of production after deducting costs associated with that production.

Net Revenue Interest—An interest in all oil, natural gas and natural gas liquids produced and saved from, or attributable to, a particular property, net of all royalties, overriding royalties, net profits interests, carried interests, reversionary interests and any other burdens to which the person's interest is subject.

Plugging and Abandonment—Activities to remove production equipment and seal off a well at the end of a well's economic life.

Proved Developed Non-Producing Reserves—Proved developed reserves expected to be recovered from zones behind casing in existing wells.

Proved Developed Producing Reserves—Proved developed reserves that are expected to be recovered from completion intervals currently open in existing wells and capable of production to market.

Proved Developed Reserves—Has the meaning given to such term in Rule 4-10(a)(3) of Regulation S-X, which defines proved developed reserves as:

Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Additional oil and gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery should be included as proved developed reserves only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

Proved Reserves—Has the meaning given to such term in Rule 4-10(a)(2) of Regulation S-X, which defines proved developed reserves as:

Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.

(i)

Reservoirs are considered proved if economic producibility is supported by either actual production or conclusive formation test. The area of a reservoir considered proved includes (A) that portion delineated by drilling and defined by gas-oil and/or oil-water contacts, if any, and (B) the immediately adjoining portions not yet drilled, but which can be reasonably judged as economically productive on the basis of available geological and engineering data. In the absence of information on fluid contacts, the lowest known structural occurrence of hydrocarbons controls the lower proved limit of the reservoir.



(ii)

Reserves which can be produced economically through application of improved recovery techniques (such as fluid injection) are included in the proved classification when successful testing by a pilot project, or the operation of an installed program in the reservoir, provides support for the engineering analysis on which the project or program was based.



(iii)

Estimates of proved reserves do not include the following: (A) Oil that may become available from known reservoirs but is classified separately as indicated additional reserves; (B) crude oil, natural gas, and natural gas liquids, the recovery of which is subject to reasonable doubt because of uncertainty as to geology, reservoir characteristics, or economic factors; (C) crude oil, natural gas, and natural gas liquids, that may occur in undrilled prospects; and (D) crude

91

oil, natural gas, and natural gas liquids, that may be recovered from oil shales, coal, gilsonite and other such sources.

Proved Undeveloped Reserves—Has the meaning given to such term in Rule 4-10(a)(4) of Regulation S-X, which defines proved developed reserves as:

Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Under no circumstances should estimates for proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual tests in the area and in the same reservoir.

PV-10—The present value of estimated future net revenues using a discount rate of 10% per annum.

Recompletion—The completion for production of an existing well bore in another formation from that which the well has been previously completed.

Reservoir—A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Standardized Measure of Discounted Future Net Cash Flows—Also referred to herein as "standardized measure." It is the present value of estimated future net revenues computed by discounting estimated future net revenues at a rate of 10% annually.

        The Financial Accounting Standards Board requires disclosure of standardized measure of discounted future net cash flows relating to proved oil and gas reserve quantities, per paragraph 30 of Statement of Financial Accounting Standards No. 69, as follows:

        A standardized measure of discounted future net cash flows relating to an enterprise's interests in (a) proved oil and gas reserves and (b) oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the enterprise participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves shall be disclosed as of the end of the year. The standardized measure of discounted future net cash flows relating to those two types of interests in reserves may be combined for reporting purposes. The following information shall be disclosed in the aggregate and for each geographic area for which reserve quantities are disclosed:

        a.     Future cash inflows. These shall be computed by applying year-end prices of oil and gas relating to the enterprise's proved reserves to the year- end quantities of those reserves. Future price changes shall be considered only to the extent provided by contractual arrangements in existence at year-end.

        b.     Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from estimated production costs.

        c.     Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already

92

legislated, to the future pretax net cash flows relating to the enterprise's proved oil and gas reserves, less the tax basis of the properties involved. The future income tax expenses shall give effect to tax deductions, tax credits and allowances relating to the enterprise's proved oil and gas reserves.

        d.     Future net cash flows. These amounts are the result of subtracting future development and production costs and future income tax expenses from future cash inflows.

        e.     Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net cash flows relating to proved oil and gas reserves.

        f.      Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed discount.

Working Interest (also called an operating interest)—The right granted to the lessee of a property to explore for and to produce and own oil, gas or other minerals. The working interest owner bears the exploration, development and operating costs on either a cash, penalty or carried basis.

Workover—Operations on a producing well to restore or increase production.

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Index to Financial Statements

Underlying Properties:
	Report of Independent Registered Public Accounting Firm
	Statements of Historical Revenues and Direct Operating Expenses for Each of the Three Years in the Period Ended December 31, 2005, and for the Three Months Ended March 31, 2005 and 2006 (unaudited)
	Notes to Statements of Historical Revenue and Direct Operating Expenses
MV Oil Trust:
	Report of Independent Registered Public Accounting Firm
	Statement of Assets and Trust Corpus as of August 11, 2006
	Notes to Statement of Assets and Trust Corpus
	Unaudited Pro Forma Financial Information
		Unaudited Pro Forma Statement of Assets and Trust Corpus as of March 31, 2006
		Unaudited Pro Forma Statements of Distributable Income for the Year Ended December 31, 2005, and for the Three Months Ended March 31, 2006
		Notes to Unaudited Pro Forma Financial Information

F-1

Report of Independent Registered Public Accounting Firm

To the Members of
MV Partners, LLC

        We have audited the accompanying statements of historical revenues and direct operating expenses of the Underlying Properties (the "Properties") of MV Partners, LLC (formerly MV Partners, LP) (the "Partnership") for each of the three years in the period ended December 31, 2005. These statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of the Partnership's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statements. We believe that our audits provide a reasonable basis for our opinion.

        The accompanying statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note B to the statements and are not intended to be a complete presentation of the Partnership's interests in the Properties.

        In our opinion, the statements referred to above present fairly, in all material respects, the historical revenues and direct operating expenses, described in Note B, of the Properties for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP
Grant Thornton LLP

Wichita, Kansas
August 8, 2006

F-2

Underlying Properties

STATEMENTS OF HISTORICAL REVENUES
AND DIRECT OPERATING EXPENSES

			Year ended December 31,									Three months ended March 31,
			2003			2004			2005			2005			2006
												(unaudited)			(unaudited)
Revenues
	Oil sales		$	34,609,502		$	44,363,815		$	57,353,041		$	12,243,639		$	15,343,617
	Gas sales			561,680			570,634			608,830			98,704			183,060
	Natural gas liquid sales			248,479			293,948			311,916			48,565			61,985
	Hedge and other derivative activity			(7,383,262	)		(14,402,644	)		(22,318,871	)		(5,177,343	)		(6,883,168	)
		Total revenues		28,036,399			30,825,753			35,954,916			7,213,565			8,705,494
Direct operating expenses
	Lease operating expenses			10,155,934			10,429,962			11,307,182			2,518,659			2,854,915
	Lease maintenance			1,334,366			1,453,895			1,916,009			387,087			347,004
	Lease overhead			2,047,102			2,014,514			2,068,378			507,767			542,398
	Production and property tax			1,322,275			1,389,287			1,866,426			383,044			466,142
		Total direct operating expenses		14,859,677			15,287,658			17,157,995			3,796,557			4,210,459
Excess of revenues over direct operating expenses			$	13,176,722		$	15,538,095		$	18,796,921		$	3,417,008		$	4,495,035

The accompanying notes are an integral part of this statement.

F-3

Underlying Properties

NOTES TO STATEMENTS OF HISTORICAL REVENUES
AND DIRECT OPERATING EXPENSES

For the years ended December 31, 2003, 2004 and 2005
(information for the three months ended March 31, 2005 and 2006 is unaudited)

NOTE A—PROPERTIES

        The underlying properties consist of working interests owned by MV Partners, LLC (formerly MV Partners, LP) ("MV") located in Colorado, Kansas and Oklahoma (in 2003 and 2004 only with respect to Oklahoma).

NOTE B—BASIS OF PRESENTATION

        The accompanying statements of historical revenues and direct operating expenses were derived from the historical accounting records of MV and reflect the historical revenues and direct operating expenses directly attributable to the underlying properties for the years and periods described herein. Such amounts may not be representative of future operations. The statements do not include depreciation, depletion and amortization, general and administrative expenses, interest expense or other expenses of an indirect nature. The amounts represent MV's net interest in the wells.

        Historical financial statements representing financial position, results of operations and cash flows required by generally accepted accounting principles are not presented as such information is not readily available on an individual property basis and not meaningful to the underlying properties. Accordingly, the statements of historical revenues and direct operating expenses are presented in lieu of the financial statements required under Rule 3-05 of Securities and Exchange Commission Regulation S-X.

        The accompanying Statements of Historical Revenues and Direct Operating Expenses included herein were prepared on an accrual basis. Revenue from oil, gas and natural gas liquid sales is recognized when sold.

        MV has entered into certain swap and collar agreements to mitigate the effects of fluctuations in the prices of crude oil. These agreements involve the exchange of amounts based on a fluctuating oil price for amounts based on a fixed oil price over the life of the agreement, without an exchange of the notional amount upon which the payments are based. MV accounts for the swap agreements as cash flow hedges. The effective portion of the gain or loss on the swap agreement is recorded in earnings as the underlying hedged item affects income. This effective portion, the ineffective portion of the unrealized gain or loss on the derivative instrument and the change in the unrealized gain (loss) on the collar agreements are reflected as, hedge and other derivative activity in the accompanying Statements of Historical Revenues and Direct Operating Expenses.

        The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

        The accompanying Statements of Historical Revenues and Direct Operating Expenses for the three months ended March 31, 2005 and 2006 are unaudited. In the opinion of management, such information contains all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation on the basis described above.

F-4

NOTE C—DISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED)

        The estimates of proved reserves and related valuations were based on the reports of Cawley, Gillespie & Associates, Inc., independent petroleum and geological engineers, and the contract property management engineering staff of the sole manager of MV, in accordance with the provisions of SFAS No. 69, Disclosures about Oil and Gas Producing Activities. Users of this information should be aware that the process of estimating quantities of "proved" and "proved developed" natural gas, natural gas liquids and crude oil reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions to existing reserve estimates occur from time to time.

        The oil and gas reserves are attributable solely to properties within the United States. A summary of the changes in quantities of proved oil, gas and natural gas liquid reserves of the underlying properties for the years ended December 31, 2003, 2004 and 2005 are as follows:

	Oil (Bbls)		Gas (Mcf)		NGL (Bbls)
Balance at January 1, 2003	16,472,230		2,552,088		143,123
Revisions of previous estimates	307,789		(910,403	)	(26,364	)
Extensions and discoveries	13,608		—		—
Production	(1,197,847	)	(116,122	)	(2,734	)
Balance at December 31, 2003	15,595,780		1,525,563		114,025
Revisions of previous estimates	1,444,657		(282,855	)	(875	)
Purchase of minerals in place	16,127		—		—
Extensions and discoveries	846		—		—
Sales of minerals in place	(15,448	)	—		—
Production	(1,126,812	)	(103,540	)	(4,674	)
Balance at December 31, 2004	15,915,150		1,139,168		108,476
Revisions of previous estimates	3,053,651		309,242		5,492
Sales of minerals in place	(5,155	)	—		—
Production	(1,057,906	)	(89,117	)	(4,575	)
Balance at December 31, 2005	17,905,740		1,359,293		109,393
Proved developed reserves:
December 31, 2003	14,913,460		1,348,538		114,025
December 31, 2004	15,317,009		1,139,168		108,476
December 31, 2005	15,888,099		1,062,701		109,393

        The following information was developed using procedures prescribed by SFAS No. 69. The standardized measure of discounted future net cash flows should not be viewed as representative of the

F-5

current value of the underlying properties. It and the other information contained in the following tables may be useful for certain comparative purposes, but should not be solely relied upon in evaluating the underlying properties or their performance.

        Management believes that, in reviewing the information that follows, the following factors should be taken into account:

•

future costs and sales prices will probably differ from those required to be used in these calculations;



•

actual rates of production achieved in future years may vary significantly from the rates of production assumed in the calculations;



•

a 10% discount rate may not be reasonable as a measure of the relative risk inherent in realizing future net oil and gas reserves; and



•

income taxes are not taken into consideration because the Partnership is a pass-thru entity for tax purposes.

        Under the standardized measure, future cash inflows were estimated by applying year-end oil and gas prices, adjusted for location and quality differences, to the estimated future production of year-end proved reserves. Future cash inflows do not reflect the impact of future production that is subject to open hedge and other derivative positions. Future cash inflows were reduced by estimated future development, abandonment and production costs based on year-end costs to arrive at net cash flows. Use of a 10% discount rate and year-end prices and costs are required by SFAS No. 69.

        In general, management does not rely on the following information in making investment and operating decisions. Such decisions are based upon a wide range of factors, including estimates of probable and possible as well as proved reserves and varying price and cost assumptions considered more representative of a range of possible economic conditions that may be anticipated. The standardized measure of discounted future net cash flows relating to proved oil and gas reserves are as follows at December 31:

		2003			2004			2005
Future cash inflows		$	486,589,300		$	669,493,400		$	1,050,284,000
Future costs
	Production		(247,548,255	)		(299,008,800	)		(395,987,600	)
	Development and abandonment		(3,077,645	)		(3,260,000	)		(16,513,600	)
Future net cash flows			235,963,400			367,224,600			637,782,800
Less effect of 10% discount factor			(114,627,000	)		(185,616,900	)		(333,250,300	)
Standardized measure of discounted future net cash flows		$	121,336,400		$	181,607,700		$	304,532,500

F-6

        Future cash flows as shown above were reported without consideration for the effects of hedge and other derivative transactions outstanding at each period end. If the effects of hedge and other derivative transactions were included in the computation, then future cash flows would have decreased by $9,816,900, $14,175,700 and $7,655,100 in 2003, 2004 and 2005, respectively.

        The changes in standardized measure of discounted future net cash flows relating to proved oil and gas reserves are as follows:

		2003			2004			2005
Standardized measure—beginning of year		$	126,210,000		$	121,336,400		$	181,607,700
	Sales of oil and gas produced, net of production costs		(20,559,984	)		(29,940,739	)		(41,115,792	)
	Net change in prices and production costs		4,428,376			57,356,656			94,091,763
	Extensions and discoveries		132,238			17,355			—
	Changes in estimated future development costs		330,065			(349,338	)		(11,516,747	)
	Development costs incurred during the period which reduce future development costs		120,000			165,000			—
	Revisions of previous quantity estimates		1,084,814			15,933,831			53,096,437
	Accretion of discount		12,621,000			12,133,640			18,160,770
	Purchase of reserves in place		—			146,696			—
	Sales of reserves in place		—			(136,766	)		(22,001	)
	Changes in production rates and other		(3,030,109	)		4,944,965			10,230,370
Standardized measure—end of year		$	121,336,400		$	181,607,700		$	304,532,500

        Average prices in effect at December 31, 2003, 2004 and 2005 used in determining future net revenues related to the standardized measure calculation are as follows:

	2003		2004		2005
Oil (per Bbl)	$	30.55	$	41.46	$	57.79
Gas (per Mcf)	$	5.00	$	5.18	$	7.89
NGL (per Bbl)	$	21.96	$	34.62	$	43.74

F-7

Report of Independent Registered Public Accounting Firm

To the Unitholders of MV Oil Trust:

        We have audited the accompanying statement of assets and trust corpus of MV Oil Trust (the "Trust") as of August 11, 2006. This financial statement is the responsibility of the MV Partners, LLC's management. Our responsibility is to express an opinion on this financial statement based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of assets and trust corpus is free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of assets and trust corpus, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of assets and trust corpus presentation. We believe that our audit provides a reasonable basis for our opinion.

        As described in Note B to the statement of assets and trust corpus, this statement has been prepared on a cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

        In our opinion, the statement of assets and trust corpus referred to above presents fairly, in all material respects, the financial position of the Trust as of August 11, 2006, on the basis of accounting described in Note B.

/s/ Grant Thornton LLP
Grant Thornton LLP

Wichita, Kansas
August 11, 2006

F-8

MV OIL TRUST

STATEMENT OF ASSETS AND TRUST CORPUS

August 11, 2006

ASSETS
Cash	$	1,000
TRUST CORPUS
Trust Corpus	$	1,000

The accompanying notes are an integral part of this financial statement.

F-9

MV Oil Trust

NOTES TO STATEMENT OF ASSETS AND TRUST CORPUS

NOTE A—ORGANIZATION OF THE TRUST

        MV Oil Trust (the "Trust") is a statutory trust formed on August 3, 2006, under the Delaware Statutory Trust Act pursuant to a Trust Agreement (the "Trust Agreement") among MV Partners, LLC ("MV Partners") as trustor, JPMorgan Chase Bank, N.A., as Trustee (the "Trustee"), and Wilmington Trust Company, as Delaware Trustee (the "Delaware Trustee").

        The Trust was created to acquire and hold term net profits interests for the benefit of the Trust unitholders pursuant to a conveyance from MV Partners to the Trust. These term net profits interests are interests in underlying properties consisting of MV Partner's net interests in all of its oil and natural gas properties located in the Mid-Continent region in the states of Kansas and Colorado (the "underlying properties"). These oil and gas properties include approximately 985 producing oil and gas wells.

        The net profits interests are passive in nature and the trustee will have no management control over and no responsibility relating to the operation of the underlying properties. The net profits interests entitle the Trust to receive 80% of the net proceeds attributable to MV Partners' interest from the sale of production from the underlying properties. The net profits interests will terminate on the later to occur of (1) June 30, 2026 or (2) the time when 14.4 million barrels of oil equivalent have been produced from the underlying properties and sold, and the Trust will soon thereafter wind up its affairs and terminate.

        The Trustee can authorize the Trust to borrow money to pay trust administrative or incidental expenses that exceed cash held by the Trust. The Trustee may authorize the Trust to borrow from the Trustee or the Delaware Trustee as a lender provided the terms of the loan are similar to the terms it would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship. The Trustee may also deposit funds awaiting distribution in an account with itself and make other short term investments with the funds distributed to the Trust.

NOTE B—TRUST ACCOUNTING POLICIES

        A summary of the significant accounting policies of the Trust follows.

1.

Basis of accounting

        The Trust uses the cash basis of accounting to report Trust receipts of the term net profits interest, receipts under the hedge and other derivative contracts and payments of expenses incurred. The term net profits interest is revenues (oil, gas and natural gas liquid sales net of any payments made in connection with the settlement of the hedge and other derivative contracts) less direct operating expenses (lease operating expenses, lease maintenance, lease overhead, and production and property taxes) and an adjustment for lease equipment cost and lease development expenses (which are capitalized in GAAP financial statements) of the underlying properties times 80% (term net pofits interest percentage). In addition, the trust will be entitled to receive 80% of all payments received by MV Partners upon settlement of the hedge and other derivative contracts. Actual cash receipts may vary due to timing delays of actual cash receipts from the property operators or purchasers and due to wellhead and pipeline volume balancing agreements or practices. The actual cash distributions of the Trust will be made based on the terms of the conveyance creating the Trust's net profits interests which is on a cash basis of accounting.

        Amortization of the investment in net profits interest calculated on a unit-of-production basis is charged directly to trust corpus.

F-10

        This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

        Investment in the net profits interests is periodically assessed to determine whether its aggregate value has been impaired below its total capitalized cost based on the underlying properties. The Trust will provide a write-down to its investment in the net profits interests to the extent that total capitalized costs, less accumulated depreciation, depletion and amortization, exceed undiscounted future net revenues attributable to the proved oil and gas reserves of the underlying properties.

2.

Use of estimates

        The preparation of the financial statements requires the Trust to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE C—INCOME TAXES

        Tax counsel to the Trust advised the Trust at the time of formation that, under then current tax laws, the net profits interests should be treated as a debt instrument for federal income tax purposes, and the Trust should be required to treat a portion of each payment it receives with respect to the net profit interests as interest income in accordance with the "noncontingent bond method" under the original issue discount rules contained in the Internal Revenue Code of 1986, as amended and the corresponding regulations. The Trust will be treated as a grantor trust for federal income tax purposes. Trust unitholders will be considered to own and receive the trust's assets and income and will be directly taxable thereon as if no trust were in existence.

NOTE D—DISTRIBUTIONS TO UNITHOLDERS

        The Trustee determines for each quarter the amount available for distribution to the Trust unitholders. This distribution is expected to be made on or before the 25th day of the month following the end of each quarter to the Trust unitholders of record on the 10th day of the month following the end of each quarter (or the next succeeding business day). Such amounts will be equal to the excess, if any, of the cash received by the Trust during the preceeding quarter, over the liabilities of the Trust paid during such quarter, subject to adjustments for changes made by the Trustee during such quarter in any cash reserves established for future liabilities of the Trust.

F-11

MV Oil Trust

UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following unaudited pro forma statement of assets and trust corpus and unaudited pro forma statements of distributable income for the Trust have been prepared to illustrate the conveyance of the term net profits interests in the underlying properties to the Trust by MV Partners, LLC. The unaudited pro forma statement of assets and trust corpus presents the beginning statement of assets and trust corpus of the Trust as of March 31, 2006, giving effect to the net profits interests conveyance as if it occurred on March 31, 2006. The unaudited pro forma statements of distributable income for the year ended December 31, 2005 and the three months ended March 31, 2006, give effect to the net profits interests conveyance as if it occurred on January 1, 2005, reflecting only pro forma adjustments expected to have a continuing impact on the combined results.

        These unaudited pro forma financial statements are for informational purposes only. They do not purport to present the results that would have actually occurred had the net profits interests conveyance been completed on the assumed dates or for the periods presented, or which may be realized in the future.

        To produce the pro forma financial information, management made certain estimates. The accompanying unaudited pro forma statement of asset and trust corpus assumes a March 31, 2006 issuance of 11,500,000 trust units at $20.00 per unit. The accompanying unaudited pro forma statements of distributable income for the year ended December 31, 2005 and the three months ended March 31, 2006 have been prepared assuming trust formation and net profits interests conveyance at the beginning of the period presented.

        These estimates are based on the most recently available information. To the extent there are significant changes in these amounts, the assumptions and estimates herein could change significantly. The unaudited pro forma statement of assets and trust corpus and unaudited pro forma statements of distributable income should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of MV Partners, LLC" and the historical audited statements of the Trust, MV Partners, LLC and the Underlying Properties, including the related notes, included in this prospectus and elsewhere in the registration statement.

F-12

MV Oil Trust

Unaudited Pro Forma Statement of Assets and Trust Corpus

March 31, 2006

	Historical		Adjustments			Pro Forma
ASSETS
Cash	$	1,000	$	—		$	1,000
Investment in the Net Profits Interests		—		230,000,000	(a)		230,000,000
	$	1,000	$	230,000,000		$	230,001,000
TRUST CORPUS
11,500,000 Trust Units Issued and Outstanding	$	1,000	$	230,000,000		$	230,001,000

The accompanying notes are an integral part of the unaudited pro forma financial information.

F-13

MV Oil Trust

Unaudited Pro Forma Statements Of Distributable Income

For the year ended December 31, 2005 and three months ended March 31, 2006

		Year ended December 31, 2005			Three months ended March 31, 2006
Historical results
	Income from the net profits interests and hedge and other derivative activities	$	13,216,968		$	3,295,818
Pro Forma Adjustments
	Less trust general and administative expenses		660,000	(b)		165,000
	Distributable income	$	12,556,968		$	3,130,818
	Distributable income per unit	$	1.09		$	0.27

The accompanying notes are an integral part of the unaudited pro forma financial information.

F-14

MV Oil Trust

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

NOTE A—BASIS OF PRESENTATION

        MV Oil Trust (the "Trust") will own term net profits interests in oil and gas producing properties located in Kansas and Colorado and owned by MV Partners, LLC. ("MV Partners"). The term net profits interests entitle the Trust to receive 80% of the net proceeds attributable to MV Partners' interest from the sale of production from these properties. The net profit interests will terminate on the later to occur of (1) June 30, 2026 or (2) the time when 14.4 million barrels of oil equivalent have been produced from the underlying properties and sold, and the Trust will soon thereafter wind up its affairs and terminate.

        The unaudited pro forma financial information assumes the issuance of 11,500,000 trust units at $20.00 per unit.

        The Trust was formed on August 3, 2006 under Delaware law to acquire and hold the net profit interests for the benefit of the holders of the trust units. The net profits interests are passive in nature and the trustee will have no management control over and no responsibility relating to the operation of the underlying properties.

NOTE B—TRUST ACCOUNTING POLICIES

        These Unaudited Pro Forma Statements were prepared using the accrual basis information from the historical revenue and direct operating expenses of the underlying properties. The Trust uses the cash basis of accounting to report Trust receipts of the term net profits interests and payments of expenses incurred. Actual cash receipts may vary due to timing delays of actual cash receipts from the property operators or purchasers and due to wellhead and pipeline volume balancing agreements or practices. The actual cash distributions of the Trust will be made based on the terms of the conveyance creating the Trust's net profits interests which is on a cash basis of accounting. An adjustment is made for the lease equipment cost and lease development expenses which will reduce the cash distributions but are not shown as expenses on the accrual basis historical data.

        Investment in the net profits interests is periodically assessed to determine whether its aggregate value has been impaired below its total capitalized cost based on the underlying properties. The Trust will provide a write-down to its investment in the net profits interest to the extent that total capitalized costs, less accumulated depreciation, depletion and amortization, exceed undiscounted future net revenues attributable to the proved oil and gas reserves of the underlying properties.

        MV Partners believes that the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to this transaction.

        This unaudited pro forma financial information should be read in conjunction with the Statement of Historical Revenues and Direct Operating Costs for Underlying Properties and related notes for the periods presented.

NOTE C—INCOME TAXES

        The Trust is a Delaware statutory trust and is not required to pay federal or state income taxes. Accordingly, no provision for Federal or state income taxes has been made.

F-15

NOTE D—INCOME FROM NET PROFITS INTERESTS AND HEDGE AND OTHER DERIVATIVE ACTIVITIES

	Year ended December 31, 2005			Three months ended March 31, 2006
Excess of revenues over direct operating expenses of Underlying Properties including hedge and other derivative activity	$	18,796,921		$	4,495,035
Lease equipment and development costs(1)		2,275,711			375,263
Excess of revenues over direct operating expenses and lease equipment and development costs		16,521,210			4,119,772
Times net profit interest over the term of the Trust		80	%		80	%
Income from net profits interests and hedge and other derivative activities	$	13,216,968		$	3,295,818

(1)

Per terms of the net profits interest, lease equipment and development costs are to be deducted when calculating the distributable income to the Trust.

NOTE E—PRO FORMA ADJUSTMENTS

(a)

To record the conveyance of the net profits interest to the Trust in exchange for 11,500,000 trust units.



(b)

The Trust's general and administrative expenses are estimated at $600,000 annually, which includes the annual fee to the Trustees, legal fees, accounting fees, engineering fees, printing costs and other expenses properly chargeable to the Trust. In addition, the Trust will pay an annual administrative fee to MV Partners, which fee will total $60,000 in 2006 and will increase by 4% each year beginning in January 2007.

F-16

INFORMATION ABOUT
MV PARTNERS, LLC

The trust units are not interests in or obligations of
MV Partners, LLC

MV-1

BUSINESS OF MV PARTNERS

General

        MV Partners is a privately-held limited liability company engaged in the development and production of established oil and natural gas properties in the Mid-Continent region that are primarily located in Kansas. MV Partners was formed in August 2006 as a result of the conversion of MV Partners, LP to a limited liability company. MV Partners, LP was formed in 1998 to acquire oil and natural gas properties and related assets that were located in Kansas and eastern Colorado from a major oil and gas company. These properties constitute the substantial portion of the underlying properties. MV Partners acquired the remainder of the underlying properties in 1999 from a large independent oil and gas company. MV Energy, which was also formed in 1998, serves as the sole manager of MV Partners and was previously the general partner of MV Partners, LP until its conversion into a limited liability company in August 2006. The acquisition of the underlying properties by MV Partners was originally financed by a large venture capital group, which served as a limited partner of MV Partners until September 2005. In September 2005, MV Partners used bank financing to make distributions to MV Energy, LLC and VAP-I, LLC to repurchase the limited partner interests held by that large venture capital group. MV Energy is owned equally by Vess Acquisition Group, L.L.C. and Murfin, Inc.

        MV Partners is principally engaged in the development, redevelopment and production of existing wells in established fields, as well as drilling new wells in established fields. The operating agreement of MV Partners requires that it engage only in specified lines of business, including acquiring and maintaining oil and natural gas leases and related mineral interests, producing and marketing oil and natural gas, entering into hedging arrangements and other derivatives and engaging in related activities. The operating agreement further prohibits MV Partners from acquiring gas plants, refining or transportation facilities or engaging in contract drilling. In order to help ensure MV Partners' continued focus on operating and developing the underlying properties in an efficient and cost-effective manner, the parties to the operating agreement have agreed to grant the trust the right to enforce the restrictions contained in this agreement as to which lines of business MV Partners may engage in.

        Under the terms of the operating agreement of MV Partners, Vess Oil and Murfin Drilling operate on a contract basis the properties held by MV Partners for which MV Partners is designated as the operator. Murfin Drilling is a wholly owned subsidiary of Murfin, Inc. and Vess Oil is an affiliate of Vess Acquisition Group, L.L.C. Vess Oil and Murfin Drilling collectively manage the operations of approximately 96% of the oil and natural gas properties of MV Partners, based on the discounted present value of estimated future net revenues.

        The asset portfolio of MV Partners consists mostly of properties in well-established fields, some of which were discovered as early as 1915. Consequently, production rates from these mature wells have declined significantly since their first discovery as the recoverable oil and natural gas supply has been produced. In order to maximize the value of its assets, MV Partners has successfully undertaken development programs that have reduced the natural decline of the production from these fields. These developing programs have included various developmental drilling and re-entry programs, well workover programs, waterflood programs and recompletion programs that are tailored to realize the exploitation potential of each field. As a result of the development programs instituted by MV Partners, the average annual decline rate of the proved developed producing reserves attributable to the underlying properties since 2000 has been 4.0%.

        MV Partners has also utilized new techniques and technologies to more completely develop the reserves attributable to the underlying properties. Recently, MV Partners undertook a 3-D seismic survey of one of the fields that constitutes the underlying properties. As a result of this survey, MV Partners has identified multiple well sites where it intends to pursue further development activities. In addition to using 3-D seismic technology, MV Partners is working on other programs to use developing

MV-2

technology such as its work with the Petroleum Technology Transfer Council concerning the application of gelled polymers in certain reservoirs to increase oil production and reduce water production, its work with the Department of Energy studying the injection of carbon dioxide to recover oil otherwise lost in the production process and gas gun stimulation technology.

        In order to allow the trust unitholders to more fully realize the benefits of any capital expenditures made with respect to the underlying properties, MV Partners has agreed to limit the amount of capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interests during a specified period preceding the termination of the net profits interests. See "Computation of Net Proceeds—Net Profits Interests."

        Vess Oil is an independent oil and gas operating company and, according to the 2005 Kansas Geological Survey, is the largest operator of oil in Kansas. From its inception, Vess Oil has focused on acquiring, developing, and managing oil and natural gas properties in Kansas. Initially focused on exploration activities, Vess Oil has for the past ten years concentrated on acquisitions in addition to the development and exploitation of its existing reserve base. Vess Oil currently operates over 1,200 oil, natural gas and service wells located primarily in Kansas, with growing operations in Texas. As of June 1, 2006, Vess Oil employed 12 full time employees, five contract professionals and 40 contract personnel in its Wichita office and in five field and satellite offices.

        Murfin Drilling is an independent oil and gas operation company and, according to the 2005 Kansas Geological Survey, is the third-largest oil operator in Kansas. A family-owned business originally formed in El Dorado, Kansas in 1926 and incorporated in 1990, Murfin Drilling has expanded in the past 80 years into the greater western Kansas area, southwest Nebraska, eastern Colorado and the Oklahoma Panhandle. Murfin Drilling balances exploration and production management and exploitation and acquisitions with contract drilling and well service operations. Murfin Drilling currently operates approximately 800 producing and service wells nationwide. In addition to being a major oil and gas producer and operator, Murfin Drilling also provides oilfield services, including drilling services, well servicing and rig transportation services in western Kansas, southwest Nebraska, southeastern Colorado and the Oklahoma Panhandle. As of June 30, 2006, Murfin Drilling employed approximately 275 employees that work from its headquarters in Wichita, Kansas, or its five field offices in Kansas.

The trust units do not represent interests in, or obligations of, MV Partners.

Business and Properties of MV Partners

        The underlying properties consist of all of the oil and natural gas properties of MV Partners. Therefore, all information set forth in the prospectus related to the reserves and operations of the underlying properties are the same as the information that would be set forth for MV Partners.

MV-3

Management of MV Partners

        MV Partners does not currently have any executive officers, directors or employees. Instead, MV Partners is managed by an executive management team consisting of certain officers and employees of Murfin Drilling and Vess Oil. Set forth in the table below are the names, ages, function performed on behalf of MV Partners and employer of the members of the executive management team of MV Partners:

Name	Age	Position with MV Partners	Employer
J. Michael Vess	55	Co-Chief Executive Officer	Vess Oil
David L. Murfin	54	Co-Chief Executive Officer	Murfin Drilling
Richard J. Koll	56	Chief Financial Officer	Vess Oil
William R. Horigan	56	Vice President—Operations	Vess Oil
Brian Gaudreau	51	Vice President—Land	Vess Oil
Jerry Abels	79	Vice President—Land	Murfin Drilling
Robert D. Young	65	Treasurer	Murfin Drilling
Richard W. Green	64	Controller	Murfin Drilling

Executive Management from Vess Oil

J. Michael Vess is the President, Chief Executive Officer and principal owner of Vess Oil and is the managing member of Vess Acquisition Group, L.L.C. Mr. Vess co-founded Vess Oil in 1979 and continues to be responsible for the coordination and supervision of exploration and production and the acquisition of its oil and natural gas reserves. Mr. Vess received a Bachelor of Business Administration degree from Wichita State University in 1972 and subsequently received his CPA certificate. Mr. Vess currently serves on the Board of Directors and Executive Committees for the Kansas Independent Oil and Gas Association ("KIOGA") and is the current Chairman of the KIOGA Committee on Electricity. He is also a member of the Interstate Oil and Gas Compact Commission Outreach Committee.

Richard J. Koll is the Financial Manager for Vess Oil where he oversees administrative and accounting matters. Mr. Koll has held his current position since he joined Vess Oil in 1992. Mr. Koll received a Bachelor of Business Administration degree in Accounting from Wichita State University in 1972 and subsequently received his CPA certificate. He is currently the Chairman of the KIOGA Committee on Ad Valorem Taxes and also serves on the Board of Directors and Executive Committee for KIOGA. He is a member of the Kansas Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

William R. Horigan is the Vice President of Operations for Vess Oil where he is responsible for the engineering, enhancement and exploitation of its existing properties as well as the engineering analysis and evaluation of its future reserve acquisitions. Mr. Horigan joined Vess Oil in 1988 as Operations Manager. Prior to joining Vess Oil, Mr. Horigan served in various petroleum engineering capacities for Amoco Production Company beginning in 1975. Mr. Horigan graduated from the University of Kansas in 1974 with a Bachelor of Science degree in Chemical Engineering. Mr. Horigan is a member of the Society of Petroleum Engineers and serves on the Executive Board for the Wichita Section. He is also a member of the Producers Advisory Group and Petroleum Technology Transfer Council of the North Mid-Continent Region.

Brian Gaudreau is the Vice President of Land for Vess Oil where he is responsible for land, contracts and acquisitions. Mr. Gaudreau joined Vess Oil in 2002 as Vice President, Land and Acquisitions. Prior to joining Vess Oil, he held the title of Manager, Land and Acquisitions for Stelbar

MV-4

Oil Corporation, Inc. beginning in 1989. Mr. Gaudreau graduated from the University of Kansas in 1977 with a Bachelors degree in Economics. Mr. Gaudreau belongs to the American Association of Professional Landmen and the Dallas Acquisitions, Divestitures, and Mergers Energy Forum and is the current Secretary of KIOGA.

Executive Management from Murfin Drilling

David L. Murfin is the President of Murfin Drilling and the Chairman and Chief Executive Officer of Murfin, Inc. Mr. Murfin has held his positions at Murfin Drilling and Murfin, Inc. since 1992 and 1998, respectively. Mr. Murfin received degrees in Mechanical Engineering and Business Administration from the University of Kansas in 1975. Mr. Murfin has previously served as National Chairman of the Liaison Committee of Cooperating Oil & Gas Associations, President of the KIOGA, a Regional Vice President of the Texas Independent Producers and Royalty Owners Association, and a member of the Executive Committee of the Board of Directors of the International Association of Drilling Contractors. Mr. Murfin currently serves on the Board of Directors of the Independent Petroleum Association of America and on the National Petroleum Council.

Jerry Abels is Land Manager for Murfin Drilling where he is responsible for land and contracts. Mr. Abels has held his position at Murfin Drilling since 1979. Prior to joining Murfin Drilling, he was involved in his own oilfield equipment and exploration business. Mr. Abels received a degree in Business from the University of Texas in 1951. Mr. Abels is a CPLM, Certified Petroleum Landman, and has served on the National Board of the AAPL, American Association of Petroleum Landmen.

Richard W. Green is the Controller of Murfin Drilling. After receiving his Masters in Science Accounting in 1971 from Wichita State University, Mr. Green spent eight years in public accounting with Peterson, Peterson and Goss CPA's. Mr. Green joined Murfin Drilling as Assistant Controller in 1980.

Robert D. Young is the Treasurer and Chief Financial Officer of Murfin Drilling and the Chief Financial Officer of Murfin, Inc. After receiving a Bachelor of Business Administration degree in Accounting from Wichita State University in 1965, Mr. Young began his career in 1965 with Peterson, Peterson and Goss CPA's. Mr. Young joined Murfin Drilling as Controller and financial advisor to the sole owner of the company in 1974. Mr. Young is currently serving on the Board of Directors and is Treasurer of the Petroleum Club of Wichita and is a member of the Kansas Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

Litigation

        MV Partners is not currently involved in any material litigation.

Indemnification

        Under the operating agreement of MV Partners and subject to specified limitations, MV Energy is not liable, responsible or accountable in damages or otherwise to MV Partners or its members for, and MV Partners will indemnify and hold harmless MV Energy from any costs, expenses, losses or damages (including attorneys' fees and expenses, court costs, judgments and amounts paid in settlement) incurred by reason of its being the sole manager of MV Partners.

Related Party Transactions

        Vess Oil, which is controlled by Mr. Michael Vess, and Murfin Drilling, which is controlled by Mr. Dave Murfin, operate the underlying properties on a contract operator basis for which MV Partners is designated as the operator. Under the terms of the operating arrangement among MV Partners, Vess Oil and Murfin Drilling, all expenses of Vess Oil and Murfin Drilling incurred on behalf

MV-5

of MV Partners are paid by MV Partners at the cost incurred. Below is a summary of the transactions that occurred between MV Partners and the operators:

	Year Ended December 31,						Three Months Ended March 31,
	2003		2004		2005		2005		2006
	(in thousands)
Lease operating expense incurred	$	12,802	$	12,908	$	13,966	$	3,385	$	3,334
Capitalized lease equipment and producing leaseholds cost incurred		1,005		1,277		1,863		296		326
Payment of well development costs		172		297		381		47		33
Payment of management fees		60		60		60		15		15
Sale of natural gas		554		549		543		100		173
Purchase of working interest		—		71		—		—		—

        As is customary in the oil and natural gas industry, MV Partners pays an overhead fee to Vess Oil and Murfin Drilling to operate the underlying properties on behalf of MV Partners. The operating activities include various engineering, accounting and administrative functions. The fee is based on a monthly charge per active operated well, which totaled $2.1 million in 2005 for all of the properties comprising the underlying properties for which MV Partners was designated as the operator. The fee is adjusted annually and will increase or decrease each year based on changes in the year-end index of average weekly earnings of crude petroleum and natural gas workers.

        The members of MV Energy and certain members of MV Partners' other member, VAP-I, LLC, including each of Messrs. Vess and Murfin, own minority interests in two crude oil purchasers that purchase crude oil production from MV Partners.

        A summary of sales and trade receivables with each of these crude oil purchasers follows:

		Year Ended December 31,						Three Months Ended March 31,
		2003		2004		2005		2005		2006
Sales(1):
	Customer A	$	20,321,668	$	26,756,152	$	35,290,153	$	7,687,605	$	9,328,430
	Customer B		10,445,956		13,764,683		17,628,316		3,362,301		4,736,328
		$	30,767,624	$	40,520,835	$	52,918,469	$	11,049,906	$	14,064,758
Trade receivables:
	Customer A	$	1,724,229	$	2,362,788	$	2,902,791	$	3,054,382	$	3,140,293
	Customer B		879,529		1,214,575		1,624,013		1,468,191		1,494,484
		$	2,603,758	$	3,577,363	$	4,526,804	$	4,522,573	$	4,634,777

(1)

Sales amounts shown above are prior to reductions for realized losses on swap transactions.

MV-6

        MV Partners also has entered into swap agreements with Customer B. A summary of the MV Partners' outstanding swap agreements with Customer B are as follows:

Year	Notional volume (Bbls)	Fixed price		December 31, 2005 Fair Value			March 31, 2006 Fair value
2007	495,000	$	63.16 - 65.12	$	54,918		$	(2,513,021	)
2008	360,000		60.70		(869,640	)		(2,485,531	)
	45,000		62.99		24,755			(224,875	)
				$	(789,967	)	$	(5,223,427	)

        MV Partners had no related party contracts as of December 31, 2004. As of December 31, 2005 and March 31, 2006, MV Partners had an outstanding collar transaction with Customer B covering 120,000 Bbls of oil during 2007 under which MV Partners will receive payments if oil prices fall below $61 per Bbl or make payments if oil prices rise above $68 per barrel. The fair value of the collar was nominal as of December 31, 2005 and a liability of $552,522 as of March 31, 2006.

MV-7

SELECTED FINANCIAL DATA OF MV PARTNERS

        The following table shows selected historical financial information of MV Partners for each of the five years in the period ended December 31, 2005, and for the three months ended March 31, 2005 and 2006. The selected historical financial information for each of the three years ended December 31, 2005, is derived from the audited financial statements of MV Partners included elsewhere in this prospectus. The selected historical financial information for each of the three months ended March 31, 2005 and 2006 is derived from the unaudited financial statements of MV Partners included elsewhere in this prospectus. The selected historical financial information for each of the two years ended December 31, 2002 is derived from the audited financial statements of MV Partners which are not included in this prospectus. The information in this table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of MV Partners" and the financial statements of MV Partners, related notes and other financial information included elsewhere in this prospectus.

			Year Ended December 31,															Three Months Ended March 31,
			2001			2002			2003			2004			2005			2005			2006
			(in thousands)
Statements of Earnings Data:
Revenue
	Oil and gas sales		$	24,478		$	24,215		$	28,036		$	30,826		$	35,955		$	7,214		$	8,705
	Interest income			69			20			10			8			207			9			67
	Gain on sale of assets			35			564			—			212			—			—			—
		Total		24,582			24,799			28,046			31,046			36,162			7,223			8,772
Costs and expenses
	Lease operating			15,154			14,528			14,860			15,288			17,158			3,797			4,210
	Depreciation, depletion and amortization			6,053			4,838			5,046			4,252			3,792			988			873
	General and administrative			291			367			446			448			498			127			184
	Loss on sale of assets			—			—			17			—			89			—			—
	Interest			1,428			891			677			717			1,500			245			1,453
		Total expenses		22,926			20,624			21,046			20,705			23,037			5,157			6,720
Net earnings before accounting change				1,656			4,175			7,000			10,341			13,125			2,066			2,052
	Cumulative effect of change in accounting principle			—			—			90			—			—			—			—
Net earnings			$	1,656		$	4,175		$	7,090		$	10,341		$	13,125		$	2,066		$	2,052
Balance Sheet Data (at end of period):
Oil and natural gas properties and equipment			$	58,407		$	55,114		$	59,250		$	56,857		$	55,284		$	56,147		$	54,884
Total assets			$	61,993		$	61,134		$	65,165		$	64,437		$	68,303		$	64,361		$	67,811
Working capital				(4,272	)		(473	)		(6,762	)		(6,115	)		(12,185	)		(14,191	)		(7,644	)
Long-term liabilities, excluding current maturities				20,648			25,000			29,484			35,176			91,793			36,397			100,749
Partners' capital (deficit)				33,655			30,005			23,121			15,697			(48,245	)		5,678		$	(53,098	)

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF MV PARTNERS

You should read the following discussion of the financial condition and results of operations of MV Partners in conjunction with the historical consolidated financial statements and notes included elsewhere in this prospectus.

Factors That Significantly Affect MV Partners' Results

        MV Partners' revenue, cash flow from operations and future growth depend substantially on factors beyond its control, such as economic, political and regulatory developments and competition from producers of alternative sources of energy. Oil and natural gas prices have historically been volatile and may fluctuate widely in the future. Sustained periods of low prices for oil or natural gas could materially and adversely affect its financial position, its results of operations, the quantities of oil and natural gas that it can economically produce and its ability to access capital.

        Like all businesses engaged in the exploration and production of oil and natural gas, MV Partners faces the challenge of natural production declines. As initial reservoir pressures are depleted, oil and natural gas production from a given well decreases. Thus, an oil and gas exploration and production company depletes part of its asset base with each unit of oil or natural gas it produces. MV Partners attempts to reduce this natural decline by undertaking field development programs and by implementing secondary recovery techniques. MV Partners intends to maintain its focus on costs necessary to produce its reserves. MV Partners' ability to make capital expenditures to maintain production from its existing reserves and to add reserves through development drilling is dependent on its capital resources and can be limited by many factors.

Critical Accounting Policies and Estimates

        The discussion and analysis of MV Partners' historical financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires it to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. MV Partners evaluates its estimates and assumptions on a regular basis. It bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of its financial statements. MV Partners has provided below an expanded discussion of its more significant accounting policies, estimates and judgments. It believes these accounting policies reflect its more significant estimates and assumptions used in the preparation of its financial statements. Please read Note A of the Notes to the Financial Statements of MV Partners for a discussion of additional accounting policies and estimates made by its management.

Oil and Natural Gas Properties

        MV Partners accounts for oil and natural gas properties by the successful efforts method. Leasehold acquisition costs are capitalized. If proved reserves are found on an undeveloped property, leasehold cost is transferred to proved properties. Under this method of accounting, costs relating to the development of proved areas are capitalized when incurred.

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        Depreciation and depletion of producing oil and natural gas properties is recorded based on units of production. Unit rates are computed for unamortized drilling and development costs using proved developed reserves and for unamortized leasehold costs using all proved reserves. Statement of Financial Accounting Standards (SFAS) No. 19—Financial Accounting and Reporting for Oil and Gas Producing Companies requires that acquisition costs of proved properties be amortized on the basis of all proved reserves, developed and undeveloped, and that capitalized development costs (wells and related equipment and facilities) be amortized on the basis of proved developed reserves. As more fully described in Note J of the Notes to the Financial Statements, proved reserves are estimated by an independent petroleum engineer, Cawley, Gillespie & Associates, Inc., and are subject to future revisions based on availability of additional information. As described in Note H of the Notes to the Consolidated Financial Statements, MV Partners follows SFAS No. 143—Accounting for Asset Retirement Obligations. Under SFAS No. 143, estimated asset retirement costs are recognized when the asset is placed in service and are amortized over proved reserves using the units of production method. Asset retirement costs are estimated by its engineers using existing regulatory requirements and anticipated future inflation rates.

        Geological, geophysical and dry hole costs on oil and natural gas properties relating to unsuccessful wells are charged to expense as incurred.

        Upon sale or retirement of complete fields of depreciable or depleted property, the book value thereof, less proceeds or salvage value, is credited to income. On sale or retirement of an individual well, the proceeds are credited to accumulated depreciation and depletion.

        Oil and natural gas properties are reviewed for impairment when facts and circumstances indicate that their carrying value may not be recoverable. MV Partners assesses impairment of capitalized costs of proved oil and natural gas properties by comparing net capitalized costs to estimated undiscounted future net cash flows using expected prices. If net capitalized costs exceed estimated undiscounted future net cash flows, the measurement of impairment is based on estimated fair value, which would consider estimated future discounted cash flows. As of December 31, 2004 and 2005, and March 31, 2006, the estimated undiscounted future cash flows for its proved oil and natural gas properties exceeded the net capitalized costs, and no impairment was required to be recognized.

        Unproven properties that are individually significant are assessed for impairment and if considered impaired are charged to expense when such impairment is deemed to have occurred.

        Property acquisition costs, if any, are capitalized when incurred.

Oil and Natural Gas Reserve Quantities

        MV Partners' estimate of proved reserves is based on the quantities of oil and natural gas that engineering and geological analyses demonstrate, with reasonable certainty, to be recoverable from established reservoirs in the future under current operating and economic parameters. Cawley, Gillespie & Associates, Inc. prepares a reserve and economic evaluation of all its properties on a well-by-well basis.

        Reserves and their relation to estimated future net cash flows impact MV Partners' depletion and impairment calculations. As a result, adjustments to depletion and impairment are made concurrently with changes to reserve estimates. MV Partners prepares its reserve estimates, and the projected cash flows derived from these reserve estimates, in accordance with SEC guidelines. The independent engineering firm described above adheres to the same guidelines when preparing their reserve reports. The accuracy of its reserve estimates is a function of many factors, including the quality and quantity of available data, the interpretation of that data, the accuracy of various mandated economic assumptions and the judgments of the individuals preparing the estimates.

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        MV Partners' proved reserve estimates are a function of many assumptions, all of which could deviate significantly from actual results. As such, reserve estimates may materially vary from the ultimate quantities of oil, natural gas and natural gas liquids eventually recovered.

Hedging Activities

        MV Partners periodically uses derivative financial instruments to achieve a more predictable cash flow from its oil production by reducing its exposure to fluctuations in the price of crude oil. Currently, these transactions are swaps and collar transactions. It accounts for these activities pursuant to SFAS No. 133—Accounting for Derivative Instruments and Hedging Activities, as amended. This statement establishes accounting and reporting standards requiring that derivative instruments (including certain derivative instruments embedded in other contracts) be recorded at fair market value and included in the balance sheet as assets or liabilities.

        The accounting for changes in the fair market value of a derivative instrument depends on the intended use of the derivative instrument and the resulting designation, which is established at the inception of a derivative instrument. SFAS No. 133 requires that a company formally document, at the inception of a hedge, the hedging relationship and the entity's risk management objective and strategy for undertaking the hedge, including identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, the method that will be used to assess effectiveness and the method that will be used to measure hedge ineffectiveness of derivative instruments that receive hedge accounting treatment.

        For derivative instruments designated as cash flow hedges, changes in fair market value, to the extent the hedge is effective, are recognized in other comprehensive income until the hedged item is recognized in earnings. Hedge effectiveness is assessed at least quarterly based on total changes in the derivative instrument's fair market value. Any ineffective portion of the derivative instrument's change in fair market value is recognized immediately in earnings.

Asset Retirement Obligations

        Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations," requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. Such accretion expense is included in depreciation, depletion and amortization in the accompanying statements of earnings. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and amortized over the asset's useful life. MV Partners' asset retirement obligations are primarily associated with the plugging of abandoned oil wells. SFAS No. 143 was effective for MV Partners on January 1, 2003.

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Results of Operations

        Set forth in the table below is a summary of MV Partners' financial data for the periods indicated

			Years Ended December 31,						Three Months Ended March 31,
			2003		2004		2005		2005		2006
									(unaudited)
			(in thousands)
Revenue
	Oil and gas sales		$	28,036	$	30,826	$	35,955	$	7,214	$	8,705
	Interest income			10		8		207		9		67
	Gain on sale of assets			—		212		—		—		—
		Total revenue	$	28,046	$	31,046	$	36,162	$	7,223	$	8,772
Costs and expenses
	Lease operating			14,860		15,288		17,158		3,797		4,210
	Depreciation, depletion and amortization			5,046		4,252		3,792		988		873
	General and administrative			446		448		498		127		184
	Loss on sale of assets			17		—		89		—		—
	Interest			677		717		1,500		245		1,453
		Total costs and expenses		21,046		20,705		23,037		5,157		6,720
Net earnings before accounting change				7,000		10,341		13,125		2,066		2,052
	Cumulative effect of change in accounting principle			90		—		—		—		—
Net earnings			$	7,090	$	10,341	$	13,125	$	2,066	$	2,052

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

        The financial information with respect to the three months ended March 31, 2006 and 2005 that is discussed below is unaudited. In the opinion of MV Partners' management, this information contains all adjustments, consisting only of adjustments for normally recurring accruals, necessary for a fair presentation of the results for such periods. The results of operations for these interim periods are not necessarily indicative of the results of operations for the full fiscal year.

Revenues

        Revenues increased $1.5 million between these periods. This consists of an increase of $3.2 million of oil and natural gas revenues and a $1.7 million increase in hedge and other derivative activities expense. The $3.2 million increase in revenues was primarily the result of an increase in the average price received for the oil sold from $48.36 per Bbl for the three months ended March 31, 2005 to $60.32 per Bbl for the three months ended March 31, 2006, and a 1,210 Bbl increase in oil volumes sold. The increase in revenues was also the result of an increase in the average price received for the natural gas sold from $5.18 per Mcf for the three months ended March 31, 2005 to $7.07 per Mcf for the three months ended March 31, 2006, and a 6,834 Mcf increase in natural gas volumes sold.

        The increase in hedge and other derivative activity expense of $1.7 million for the three months ended March 31, 2006 was primarily due to an increase in ineffectiveness of hedges currently in place being recorded to the expense account. At March 31, 2006, MV Partners recorded a $1.3 million hedge expense for ineffectiveness compared to no ineffective portion at March 31, 2005. A small increase in hedge expense was due to the higher average NYMEX settle price for the first quarter of 2006 of $63.48 compared to $49.84 for the first quarter of 2005. The weighted average hedge price for the first quarter of 2006 was $38.41 compared to $23.82 for the first quarter of 2005.

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Lease operating expenses

        Lease operating expenses increased from $3.8 million for the three months ended March 31, 2005 to $4.2 million for the three months ended March 31, 2006. This increase was primarily a result of casing repair to several wells, repair and cleanout of a salt water disposal system well and continuing restoration of wells from inactive status to producing status. Operating costs associated with primary vendors' fuel increases also contributed a small portion of the increase.

Depreciation, depletion and amortization

        Depreciation, depletion and amortization decreased from $1.0 million for the three months ended March 31, 2005 to $0.9 million for the three months ended March 31, 2006. Depreciation, depletion and amortization are calculated based on units of production. The decline comes from the previously reduced asset base combined with an increase in the total estimated reserves.

General and administrative expenses

        General and administrative expenses increased from $0.1 million for the three months ended March 31, 2005 to $0.2 million for the three months ended March 31, 2006. This is an increase primarily due to inflation in general costs.

Loss on sale of assets

        No assets were sold resulting in no gain or loss for three month periods ending March 31, 2005 and March 31, 2006.

Interest expenses

        Interest expense increased from $0.2 million for the three months ended March 31, 2005 to $1.5 million for the three months ended March 31, 2006. This is a result of the financing that took place on December 21, 2005 resulting in increased liability of $90 million for the three months ended March 31, 2006, up from $25 million for the three months ending March 31, 2005.

Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004

Revenues

        Revenues from oil and natural gas sales increased $5.1 million between these periods. This consists of an increase of $13.0 million of oil and natural gas revenues and a $7.9 million increase in hedge and other derivative activities expense. The $13.0 million increase in revenues was primarily the result of an increase in the average price received for the oil sold from $39.37 per Bbl for the year ended December 31, 2004 to $54.21 per Bbl for the year ended December 31, 2005. The increase in revenues was also the result of an increase in the average price received for the natural gas sold from $5.51 per Mcf for the year ended December 31, 2004 to $6.83 per Mcf for the year ended December 31, 2005.

        The increase in hedge and other derivative activity expense of $7.9 million for the year ended December 31, 2005 was due primarily to the higher average NYMEX settle price for the year ended December 31, 2005 of $56.57 compared to $41.38 for the year ended December 31, 2004. The weighted average hedge price for 2005 was $28.60 compared to $24.02 for 2004. A small increase was due to ineffectiveness of hedges currently in place being recorded to the expense account. In the year ended December 31, 2005, MV Partners recorded a $0.8 million hedge expense for ineffectiveness compared to no ineffective portion for the year ended December 31, 2004.

MV-13

Lease operating expenses

        Lease operating expenses increased from $15.3 million for the year ended December 31, 2004 to $17.2 million for the year ended December 31, 2005. This increase was primarily a result of increased costs of primary vendors who rely on large uses of hydrocarbon products such as (1) pumpers (gasoline), (2) utilities (cost of fuel), (3) treating chemicals (hydrocarbon base) and (4) pulling units (fuel surcharge). This increase was also supplemented by wage increases associated with the increased demand for oilfield employees and increases in the price of steel for tubular and other metal products.

Depreciation, depletion and amortization

        Depreciation, depletion and amortization decreased from $4.3 million for the year ended December 31, 2004 to $3.8 million for the year ended December 31, 2005. Depreciation, depletion and amortization are calculated based on units of production. The decline comes from the previously reduced asset base combined with an increase in the total estimated reserves.

General and administrative expenses

        General and administrative expenses increased from $0.4 million for the year ended December 31, 2004 to $0.5 million for the year ended December 31, 2005. This is an increase primarily due to inflation in general costs.

Loss on sale of assets

        A gain on sale of assets of $0.2 million was recorded for the year ended December 31, 2004 compared to a loss of $0.1 million recorded for the year ended December 31, 2005.

Interest expenses

        Interest expense increased from $0.7 million for the year ended December 31, 2004 to $1.5 million for the year ended December 31, 2005. This is a result of the financing that took place on December 21, 2005 resulting in increased liability of $90 million for the end of the year 2005, up from $25 million for the entire year 2004 in addition to the rising interest rates.

Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003

Revenues

        Revenues from oil and natural gas sales increased $2.8 million between these periods. This consists of an increase of $9.8 million of oil and natural gas revenues and a $7.0 million increase in hedge and other derivative activities expense. The $9.8 million increase in revenues was primarily the result of an increase in the average price received for the oil sold from $28.89 per Bbl for the year ended December 31, 2003 to $39.37 per Bbl for the year ended December 31, 2004. The increase in revenues was also the result of an increase in the average price received for the natural gas sold from $4.84 per Mcf for the year ended December 31, 2003 to $5.51 per Mcf for the year ended December 31, 2004.

        The increase in hedge and other derivative activity expense of $7.0 million for the year ended December 31, 2004 was due primarily to the higher average NYMEX settle price for the year ended December 31, 2004 of $41.38 compared to $31.07 for the year ended December 31, 2003. The weighted average hedge price for 2004 was $24.02 compared to $22.14 for 2003.

MV-14

Lease operating expenses

        Lease operating expenses increased from $14.9 million for the year ended December 31, 2003 to $15.3 million for the year ended December 31, 2004. This increase of 2.7% was primarily a result of general inflation in MV Partners' primary vendor costs.

Depreciation, depletion and amortization

        Depreciation, depletion and amortization decreased from $5.0 million for the year ended December 31, 2003 to $4.3 million for the year ended December 31, 2004. Depreciation, depletion and amortization are calculated based on units of production. The decline comes from the previously reduced asset base combined with an increase in the total estimated reserves.

General and administrative expenses

        General and administrative expenses remained constant at $0.4 million for the years ended December 31, 2003 and 2004.

Loss on sale of assets

        A minimal loss on sale of assets was recorded for the year ended December 31, 2003 compared to a gain on sale of assets of $0.2 million recorded for the year ended December 31, 2004.

Interest expenses

        Interest expense remained constant at $0.7 million for the year ended December 31, 2003 and 2004. The only bank debt during these periods was an interest only note. A slight increase from $677,000 for the year ended December 31, 2003 to $717,000 for the year ended December 31, 2004 was a result of a rising interest rate.

Liquidity and Capital Resources

        MV Partners' primary sources of capital and liquidity have been proceeds from sales of limited partner interests prior to its conversion to a limited liability company, borrowings under its bank credit facility and cash flow from operations. To date, its primary use of capital has been for development of working interests in its oil and natural gas properties located in Kansas and eastern Colorado. It continually monitors its capital resources available to meet its future financial obligations and planned capital expenditures. MV Partners' future success in developing reserves and production will be dependent on capital resources available to it and its success in implementing its development plan.

Cash Flow from Operating Activities

        Net cash provided by operating activities was $4.4 million and $3.1 million for the three months ended March 31, 2006 and 2005, respectively. The increase in net cash provided by operating activities was due substantially to the change in the price of oil and the reduced amount of hedge liability.

        Net cash provided by operating activities was $16.6 million during the year ended December 31, 2005, compared to $13.7 million during the year ended December 31, 2004. The increase in net cash provided by operating activities in 2005 was substantially due to increased revenues partially offset by increased expenses, as discussed above in "—Results of Operations."

        MV Partners' cash flow from operations is subject to many variables, the most significant of which are oil and natural gas prices. Oil and natural gas prices are determined primarily by prevailing market conditions, which are dependent on regional and worldwide economic activity, weather and other factors beyond its control. MV Partners' future cash flow from operations will depend on its ability to

MV-15

maintain and increase production through its development program, as well as the prices of oil and natural gas.

        MV Partners has entered into certain hedge contracts related to the oil production from the underlying properties for the years 2006 through 2010. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 88% of expected production from the underlying properties that are classified as proved developed producing in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $65 per barrel of oil that hedge approximately 56% to 58% of expected production from the underlying properties that are classified as proved developed producing in the reserve report. The hedge contracts will not be pledged to the trust, but any revenues received by MV Partners and any payments made by MV Partners upon settlement of the hedge contracts will be factored into the calculation of the gross proceeds from the underlying properties. As of June 30, 2006, MV Partners' crude oil price risk management positions in swap contracts and collar arrangements were as follows:

	Fixed Price Swaps			Collars
					Weighted Average Price (Per Bbl)
Year Ended December 31,	Volumes (Bbls)	Weighted Average Price (Per Bbl)		Volumes (Bbls)
					Floor		Ceiling
2006	419,321	$	63.01	—	$	—	$	—
2007	687,000		62.52	120,000		61.00		68.00
2008	779,000		58.79	—		—		—
2009	480,000		64.45	—		—		—
2010	444,000		63.45	—		—		—

        By removing the price volatility from a significant portion of its oil production, MV Partners has mitigated, but not eliminated, the potential effects of changing commodity prices on its cash flow from operations for those periods. While mitigating negative effects of falling crude oil prices, these derivative contracts also limit the benefits it would receive from increases in crude oil prices. It is MV Partners' policy to enter into derivative contracts only with counterparties that are major, creditworthy financial institutions deemed by management as competent and competitive market makers.

Cash Flows from Investing Activities

        MV Partners' capital expenditures were $0.4 million and $0.3 million for the three months ended March 31, 2006 and 2005, respectively. Capital expenditures for each of the three months ended March 31, 2006 and March 31, 2005 includes the purchase of oil and natural gas properties and the payment of well development costs.

        MV Partners' capital expenditures were $2.3 million in the year ended December 31, 2005 and $1.7 million in the year ended December 31, 2004. The total for 2005 includes the purchase of oil and natural gas properties and the payment of well development costs. MV Partners also had proceeds from the sale of oil and natural gas properties of $0.1 million and $0.3 million for the years ended December 31, 2005 and 2004, respectively.

        MV Partners currently anticipates that its development budget, which predominantly consists of workover drilling, secondary recovery projects and equipment, will be $8.5 million for the remainder of 2006 and 2007. The amount and timing of its capital expenditures is largely discretionary and within its control. MV Partners' routinely monitors and adjusts its capital expenditures in response to changes in oil and natural gas prices, development costs, industry conditions and internally generated cash flow. Future cash flows are subject to a number of variables, including the level of production and prices. There can be no assurance that operations and other capital resources will provide cash in sufficient amounts to maintain planned levels of capital expenditures.

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Financing Activities

Credit facility

        On December 21, 2005, MV Partners entered into a bank credit facility with a group of bank lenders that provides for a revolving line of credit, letters of credit and swing line loans. The total amount that MV Partners can borrow and have outstanding at any one time is limited to the lesser of the total commitment of $200 million or the borrowing base established by the lenders, with $15 million available for outstanding letters of credit and $0.5 million for outstanding swing line loans. As of June 30, 2006, the borrowing base under the bank credit facility was $95.0 million. As of June 30, 2006, the principal amount outstanding under the bank credit facility was $84.5 million with no letters of credit or swing line loans outstanding.

        The bank credit facility allows MV Partners to borrow, repay and reborrow amounts available under the bank credit facility. The amount of the borrowing base is based primarily upon the estimated value of MV Partners oil and natural gas reserves. Under the credit agreement, the initial borrowing base was $95 million, such borrowing base being reduced to $90 million on July 1, 2006 and $85 million on January 1, 2007. The borrowing base under the bank credit facility is subject to re-determination at least semi-annually. The bank credit facility matures on December 19, 2008, and borrowings under the bank credit facility bear interest, payable quarterly, at MV Partners' option, at (1) a rate (as defined and further described in the bank credit facility) per annum equal to a Eurodollar Rate (which is substantially the same as the London Interbank Offered Rate) for one, two, three or six months as offered by the lead bank under the bank credit facility or (2) the higher of the Federal Funds Rate (as defined and further described in the bank credit facility) plus 50 basis points or such bank's Prime Rate. MV Partners' bank credit facility bore interest at 6.6% per annum as of June 30, 2006. MV Partners pays quarterly commitment fees under the bank credit facility on the unused portion of the available borrowing base ranging from 12.5 to 37.5 basis points, dependent upon the percentage of MV Partners' available borrowing base then utilized.

        Borrowings under the bank credit facility are secured by a lien on substantially all of MV Partners' assets and properties. The bank credit facility also contains restrictive covenants that may limit MV Partners' ability to, among other things, pay dividends, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, incur liens and engage in certain other transactions without the prior consent of the lenders. The bank credit facility also requires MV Partners to maintain certain ratios as defined and further described in the revolving credit facility, including a current ratio of not less than 1.0 to 1.0 and a maximum leverage ratio of no greater than 2.50 to 1.0. In addition, MV Partners is required to enter into swap agreements covering 90% of estimated production for the three years following December 31, 2005 based on proved reserves as of December 31, 2004, with a fixed price per Bbl of a minimum of $55. As of June 30, 2006, MV Partners was in compliance with all such covenants.

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Contractual Obligations

        A summary of MV Partners' contractual obligations as of June 30, 2006 is provided in the following table.

		Payments Due By Period(1) (in thousands)
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt		$	84,500	$	4,500	$	80,000	$	—	$	—
Asset retirement obligation			7,816		—		223		161		7,432
	Total	$	92,316	$	4,500	$	80,223	$	161	$	7,432

(1)

This table does not include any liability associated with derivatives.

Off-balance Sheet Arrangements

        As of March 31, 2006, MV Partners had no off-balance sheet arrangements and currently has no intention to establish any off-balance sheet arrangements.

New Accounting Pronouncements

        On March 30, 2005, the FASB issued FIN No. 47—Accounting for Conditional Asset Retirement Obligations. This interpretation clarifies that the term "conditional asset retirement obligation" as used in SFAS No. 143 refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity incurring the obligation. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. Thus, the timing and/or method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Uncertainty about the timing and/or method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability, rather than the timing of recognition of the liability, when sufficient information exists. FIN No. 47 was effective for MV Partners at the end of the fiscal year ended December 31, 2005. MV Partners does not expect the application of FIN No. 47 to have a significant impact on its financial position or results of operations.

        In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 supersedes SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and APB Opinion No. 20, Accounting Changes. SFAS No. 154 requires, unless impracticable, retrospective application to prior periods' financial statements of changes in accounting principle. The provisions of SFAS No. 154 also require that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS No. 154 is effective for all accounting changes made in fiscal years beginning after December 15, 2005.

Quantitative and Qualitative Disclosure About Market Risk

        The primary objective of the following information is to provide forward-looking quantitative and qualitative information about MV Partners' potential exposure to market risks. The term "market risk" refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how MV Partners

MV-18

views and manages its ongoing market risk exposures. All of its market risk sensitive instruments were entered into for purposes other than speculative trading.

Commodity Price Risk

        MV Partners' major market risk exposure is in the pricing applicable to its oil and natural gas production. Realized pricing is primarily driven by the spot market prices applicable to its oil production and the prevailing price for natural gas. Pricing for oil production has been volatile and unpredictable for several years, and it expects this volatility to continue in the future. The prices it receives for oil and natural gas production depend on many factors outside of its control.

        MV Partners has entered into hedging arrangements with respect to a portion of its projected oil production through various transactions that hedge the future prices received. These transactions are typically price swaps whereby it will receive a fixed price for its production and pay a variable market price to the contract counterparty. These hedging activities are intended to support oil prices at targeted levels and to manage its exposure to oil price fluctuations.

        Based on an oil price of $66.63 per Bbl as of March 31, 2006, the fair value of its hedge positions for 2006 was a liability of $22.6 million, which it owed to the counterparty. A 10% increase in the index oil price above the March 31, 2006 price for oil would increase the liability by $18.6 million; conversely, a 10% decrease in the index oil price would decrease the liability by $18.6 million.

        MV Partner also entered into a collar agreement. As of March 31, 2006, the fair market value of its collar agreement was a liability of $0.6 million. The hedges and other derivative arrangements for the remainder of 2006 and through December 2010 are summarized in the table presented above under "—Liquidity and Capital Resources—Cash Flow from Operating Activities."

Interest Rate Risks

        At March 31, 2006, MV Partners had debt outstanding under its bank credit facility of $86.0 million. The weighted average annual interest rate under the bank credit facility for the three months ended March 31, 2006 was 6.6%. If prevailing market interest rates had been 1% higher as of March 31, 2006, and all other factors affecting MV Partners' debt remained the same interest expense on an annual basis would have been $0.9 million higher.

MV-19

MV Partners, LLC
Index to Financial Statements

Historical Financial Statements of MV Partners, LLC:

Unaudited Pro Forma Financial Information:

MVF-1

Report of Independent Registered Public Accounting Firm

To the Members of
MV Partners, LLC.

        We have audited the accompanying balance sheets of MV Partners, LLC (formerly MV Partners, LP) (the "Partnership") as of December 31, 2004 and 2005 and the related statements of earnings, changes in partners' capital (deficit) and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MV Partners, LLC as of December 31, 2004 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

        As discussed in note H to the financial statements, in 2003 the Partnership adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations."

/s/ Grant Thornton LLP
Grant Thornton LLP

Wichita, Kansas
August 8, 2006

MVF-2

MV Partners, LLC

BALANCE SHEETS

			December 31,
									March 31, 2006
			2004			2005
									(unaudited)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	3,392,198		$	7,195,848		$	7,224,986
	Accounts receivable—oil and gas sales			3,964,810			4,975,031			4,952,984
	Due from limited partner			—			317,223			317,223
	Prepaid expenses			92,342			81,937			20,484
		Total current assets		7,449,350			12,570,039			12,515,677
OIL AND GAS PROPERTIES				91,473,017			93,023,277			93,398,540
	Less accumulated depreciation, depletion and amortization			34,616,375			37,739,074			38,514,279
				56,856,642			55,284,203			54,884,261
OTHER ASSETS
	Deferred loan costs, net of accumulated amortization of $256,647 in 2004, $-0- in 2005 and $37,499 in 2006			130,654			448,729			411,230
			$	64,436,646		$	68,302,971		$	67,811,168
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
	Accounts payable
		Trade	$	48,521		$	110,334		$	67,197
		Related parties		1,287,966			1,520,690			1,459,074
		Due to general partner		—			531,234			531,234
	Settlement payable on oil swap agreements			1,290,336			1,592,210			1,820,036
	Accrued interest			186,604			132,000			126,133
	Current maturities of note payable			—			10,000,000			6,000,000
	Hedge and other derivative agreements			10,750,843			10,868,201			10,156,454
		Total current liabilities		13,564,270			24,754,669			20,160,128
LONG-TERM LIABILITIES, less current maturities
	Note payable			25,000,000			80,000,000			80,000,000
	Asset retirement obligation			7,868,746			7,695,180			7,755,646
	Hedge and other derivative agreements			2,306,806			4,097,769			12,993,624
		Total long-term liabilities		35,175,552			91,792,949			100,749,270
PARTNERS' CAPITAL (DEFICIT)
	General partner
		Capital account		1,634,524			(17,063,375	)		(16,037,412	)
		Accumulated other comprehensive loss		—			(7,058,949	)		(10,511,703	)
	Limited partner
		Capital account		27,119,949			(17,063,374	)		(16,037,412	)
		Accumulated other comprehensive loss		(13,057,649	)		(7,058,949	)		(10,511,703	)
				15,696,824			(48,244,647	)		(53,098,230	)
			$	64,436,646		$	68,302,971		$	67,811,168

The accompanying notes are an integral part of these statements.

MVF-3

MV Partners, LLC

STATEMENTS OF EARNINGS

		Year ended December 31,						Three months ended March 31,
		2003		2004		2005		2005		2006
								(unaudited)		(unaudited)
Revenue
	Oil and gas sales	$	28,036,399	$	30,825,753	$	35,954,916	$	7,213,565	$	8,705,494
	Interest income		10,352		7,240		207,392		9,459		66,463
	Gain on sale of assets		—		212,058		—		—		—
			28,046,751		31,045,051		36,162,308		7,223,024		8,771,957
Costs and expenses
	Lease operating		14,859,677		15,287,658		17,157,995		3,796,557		4,210,459
	Depreciation, depletion and amortization		5,046,207		4,251,712		3,792,625		987,836		873,170
	General and administrative		446,439		448,426		497,710		127,092		183,670
	Loss on sale of assets		17,106		—		88,539		—		—
	Interest		676,774		716,645		1,499,960		245,524		1,452,733
			21,046,203		20,704,441		23,036,829		5,157,009		6,720,032
Net earnings before accounting change			7,000,548		10,340,610		13,125,479		2,066,015		2,051,925
Cumulative effect of change in accounting principle			89,669		—		—		—		—
Net earnings		$	7,090,217	$	10,340,610	$	13,125,479	$	2,066,015	$	2,051,925

The accompanying notes are an integral part of these statements.

MVF-4

MV Partners, LLC

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Years ended December 31, 2003, 2004 and 2005 and for
the three-month period ended March 31, 2006 (unaudited)

				General partner						Limited partner
				Capital (deficit)			Accumulated other comprehensive loss			Capital (deficit)			Accumulated other comprehensive loss			Total
Balance at January 1, 2003				$	1,835,689		$	—		$	31,837,957		$	(3,668,759	)	$	30,004,887
Partners' distributions					(1,010,000	)		—			(9,690,000	)		—			(10,700,000	)
Comprehensive income
	Net earnings for the year				723,674			—			6,366,543			—			7,090,217
	Reclassification adjustment for realized losses on swap transactions				—			—			—			7,442,801			7,442,801
	Change in fair value of swap agreements				—			—			—			(10,717,036	)		(10,717,036	)
			Total comprehensive income														3,815,982
Balance at December 31, 2003					1,549,363			—			28,514,500			(6,942,994	)		23,120,869
Partners' distributions					(1,152,500	)		—			(10,497,500	)		—			(11,650,000	)
Comprehensive income
	Net earnings for the year				1,237,661			—			9,102,949			—			10,340,610
	Reclassification adjustment for realized losses on swap transactions				—			—			—			14,402,644			14,402,644
	Change in fair value of swap agreements				—			—			—			(20,517,299	)		(20,517,299	)
			Total comprehensive income														4,225,955
Balance at December 31, 2004					1,634,524			—			27,119,949			(13,057,649	)		15,696,824
Partners' contributions					12,448,422			—			12,448,422			—			24,896,844
Partners' distributions					(26,573,077	)		—			(74,330,468	)		—			(100,903,545	)
Comprehensive income
	Net earnings for the year
		Regular allocation			1,483,836			—			11,641,643			—			13,125,479
		Agreed to reallocation			(420,555	)		—			420,555			—			—
	Unrealized losses on swap transactions
		Reclassification adjustment for realized losses on swap transactions			—			245,977			—			21,224,822			21,470,799
		Change in fair value of swap agreements			—			64,731			—			(22,595,779	)		(22,531,048	)
		Agreed to reallocation of accumulated other comprehensive loss existing at September 30, 2005			—			(915,853	)		—			915,853			—
			Total comprehensive income														12,065,230
Reallocation of partners' capital due to change in ownership percentages effective December 31, 2005					(5,636,525	)		(6,453,804	)		5,636,525			6,453,804			—
Balance at December 31, 2005					(17,063,375	)		(7,058,949	)		(17,063,374	)		(7,058,949	)		(48,244,647	)
Comprehensive income (loss) (unaudited)
	Net earnings for the period				1,025,963			—			1,025,962			—			2,051,925
	Reclassification adjustment for realized losses on swap transactions				—			2,802,284			—			2,802,284			5,604,568
	Change in fair value of swap agreements				—			(6,255,038	)		—			(6,255,038	)		(12,510,076	)
			Total comprehensive loss														(4,853,583	)
Balance at March 31, 2006 (unaudited)				$	(16,037,412	)	$	(10,511,703	)	$	(16,037,412	)	$	(10,511,703	)	$	(53,098,230	)

The accompanying notes are an integral part of these statements.

MVF-5

MV Partners, LLC

STATEMENTS OF CASH FLOWS

					Year ended December 31,									Three months ended March 31,
					2003			2004			2005			2005			2006
														(unaudited)			(unaudited)
Cash flows from operating activities
	Net earnings				$	7,090,217		$	10,340,610		$	13,125,479		$	2,066,015		$	2,051,925
	Adjustments to reconcile net earnings to net cash provided by operating activities
		Depreciation, depletion and amortization				5,046,207			4,251,712			3,792,625			987,835			873,170
		Cummulative effect of accounting change				(89,669	)		—			—			—			—
		Unrealized loss on derivative agreements included in net earnings				—			—			848,072			—			1,278,600
		(Gain) loss on sale of assets				17,106			(212,058	)		88,539			—			—
		Settlements of asset retirement obligations				(130,193	)		(62,925	)		(185,123	)		—			—
		Other				(49,560	)		—			—			—			—
		Change in operating assets and liabilities
			Accounts receivable			605,971			(1,046,362	)		(1,727,444	)		(1,018,444	)		22,047
			Prepaid expenses			(7,095	)		(1,766	)		10,405			69,257			61,453
			Accounts payable			360,156			(337,255	)		425,771			217,760			(104,753	)
			Accrued interest			(33,273	)		53,340			(54,604	)		27,820			(5,867	)
			Settlement payable on oil swap agreements			(154,071	)		705,022			301,874			741,645			227,826
				Net cash provided by operating activities		12,655,796			13,690,318			16,625,594			3,091,888			4,404,401
Cash flows from investing activities
	Purchase of oil and gas properties					(1,108,463	)		(1,380,257	)		(1,894,933	)		(297,013	)		(342,500	)
	Well development costs					(172,427	)		(297,140	)		(380,778	)		(47,124	)		(32,763	)
	Proceeds from sale of oil and gas properties					67,971			315,962			119,163			—			—
		Net cash used in investing activities				(1,212,919	)		(1,361,435	)		(2,156,548	)		(344,137	)		(375,263	)
Cash flows from financing activities
	Partners' distributions					(10,700,000	)		(11,650,000	)		(75,206,701	)		(3,050,000	)		—
	Proceeds from long term debt					—			—			115,000,000			—			—
	Payments of long term debt					—			—			(50,000,000	)		—			(4,000,000	)
	Payment of deferred loan costs					(1,614	)		(76,676	)		(458,695	)		(2,112	)		—
		Net cash used in financing activities				(10,701,614	)		(11,726,676	)		(10,665,396	)		(3,052,112	)		(4,000,000	)
Net increase (decrease) in cash and cash equivalents						741,263			602,207			3,803,650			(304,361	)		29,138
Cash and cash equivalents, beginning of period						2,048,728			2,789,991			3,392,198			3,392,198			7,195,848
Cash and cash equivalents, end of period					$	2,789,991		$	3,392,198		$	7,195,848		$	3,087,837		$	7,224,986
Supplemental cash flow information
	Cash paid during the period for interest				$	710,047		$	663,305		$	1,554,564		$	217,704		$	1,458,600
Noncash investing and financing information
	Issuance of note payable to general partner in lieu of cash distribution				$	—		$	—		$	24,896,844		$	—		$	—
	Conversion of notes payable to partners capital					—			—			24,896,844			—			—
	Accrued distributions at year end					—			—			800,000			—			—
	Asset retirement cost and obligation recorded upon drilling of new oil and gas wells					103,955			48,508			327,943			—			—
	Decrease in asset retirement cost and obligation due to changes in timing of estimated cash flows					767,719			65,988			553,540			—			—

The accompanying notes are an integral part of these statements.

MVF-6

MV Partners, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2003, 2004 and 2005
(information for the three months ended March 31, 2005 and 2006 is unaudited)

NOTE A—SUMMARY OF ACCOUNTING POLICIES

        A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

        1.    History and business activity

        MV Partners, LP. (the "Partnership") was organized March 10, 1998 between MV Energy, LLC, the general partner, and TIFD III-X, Inc, the limited partner, to engage in acquisition, exploration, development and production of oil and gas. During 2002, TIFD III-X, Inc. transferred its partnership interest to Aircraft Services Corporation, a related entity. During 2005, Aircraft Services Corporation sold its partnership interest to VAP-I, LLC. The Partnership is a working interest owner in oil and gas properties in Colorado, Oklahoma and Kansas.

        Effective August 1, 2006, the Partnership was converted to a limited liability company and the name was changed to MV Partners, LLC. This conversion is not considered a change in reporting entity under accounting principles generally accepted in the United States of America and therefore capital balances in the accompanying financial statements which existed prior to the date of conversion continue to reflect the capital accounts of the entity as a limited partnership.

        Partnership revenues and costs were generally allocated 95% to the limited partner and 5% to the general partner prior to Payout 1 except for hedging gains and losses which were generally allocated 100% to the limited partner. Payout 1 occurred on the last day of the month during which the total cash distributions paid to the limited partner discounted at 11% annually compounded monthly equaled the capital contributions paid by the limited partner. Subsequent to Payout 1 and prior to Payout 2, revenues and costs were to be allocated 60% to the limited partner and 40% to the general partner with Payout 2 occurring the last day of the month during which the total cash distribution paid to the limited partner discounted at 15% annually compounded monthly equaled the capital contributions paid by the limited partner. After Payout 2, revenues and costs are allocated 50% to the limited partner and 50% to the general partner. As a result of the distribution made to the limited partner during December 2005, both Payout 1 and Payout 2 occurred. The occurrence of Payout 1 and Payout 2 was effective December 31, 2005, thus revenues and costs were allocated 95% to the limited partner and 5% to the general partner throughout 2005. As a result of Payout 1 and 2 occurring during 2005 as described above, future cash distributions will be allocated 50% to the general partner and 50% to the limited partner. The partners have agreed to make a special reallocation as of December 31, 2005 to equalize the general partner and limited partner capital accounts. Such reallocation is shown in the accompanying statements of changes in partners' capital (deficit).

        2.    Interim financial statements

        The financial information as of March 31, 2006 and for the three months ended March 31, 2005 and 2006 is unaudited. In the opinion of management, such information contains all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation of the results of the interim periods. The results of operations for the three month period ended March 31, 2006 are not necessarily indicative of the results of operations that will be realized for the year ended December 31, 2006.

MVF-7

        3.    Oil and gas properties

        The Partnership follows the successful efforts method of accounting for oil and gas property acquisition, exploration, development and production activities.

        Oil and gas property acquisition costs, exploration well costs and development well costs are capitalized as incurred. Net capitalized costs of unproven property and exploration well costs are reclassified as proved property and well costs when related proved reserves are found. If an exploration well is unsuccessful in finding proved reserves, the capitalized well costs are charged to exploration expense. Other exploration costs, including geological and geophysical costs, and the costs of carrying unproved property are charged to exploration expense as incurred.

        Producing leasehold costs are amortized by property using the unit-of-production method based upon total estimated proved reserves. Capitalized exploration well costs and development costs and lease equipment (plus estimated future equipment dismantlement, surface restoration, and property abandonment costs, net of equipment salvage values) are amortized by property using the unit-of-production method based on estimated proved developed reserves. Due to uncertainties inherent in this estimation process, it is at least reasonably possible that reserve quantities will be revised in the near term.

        The Partnership reviews its long-lived assets, including its oil and gas properties, for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. The Partnership determines whether an impairment has occurred by estimating the undiscounted expected future net cash flows of its oil and gas properties at a field level and compares such cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. For those oil and gas properties for which the carrying amount exceeds the undiscounted estimated future cash flows, an impairment is determined to exist. The carrying amount of such properties is adjusted to their estimated net fair value based on relevant market information or discounted cash flows.

        Costs of retired, sold or abandoned properties that constitute a part of an amortization base are charged or credited, net of proceeds, to the accumulated depreciation, depletion and amortization reserve. Gains or losses from the disposal of other properties are recognized currently. Expenditures for maintenance, repairs and minor renewals necessary to maintain properties in operating condition are expensed as incurred. Major replacements and renewals are capitalized. All properties are stated at cost.

        4.    Revenue recognition

        Revenues from the sale of oil and gas production are recognized as oil and gas is produced and sold.

        5.    Interest income

        Interest income is recognized as earned.

MVF-8

        6.    Derivatives

        The Partnership uses swap and collar agreements to mitigate the effects of fluctuations in the prices of crude oil. These agreements involve the exchange of amounts based on a fluctuating oil price for amounts based on a fixed oil price over the life of the agreement, without an exchange of the notional amount upon which the payments are based. The differential paid or received is recognized as an adjustment of oil and gas revenue.

        The Partnership follows Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." The Partnership accounts for the derivatives as follows:

Swap agreements

        The swap agreements qualify as cash flow hedges. As such, all of the Partnership's swap agreements are recorded on the balance sheet at fair value. For all derivatives designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded as a component of other comprehensive income (loss) and reclassified into earnings as the underlying hedged item effects earnings. The ineffective portion of the unrealized gain or loss on the derivative instrument is charged directly to earnings.

Collar agreements

        The Partnership enters into collar agreements. Under these agreements, the Partnership pays the counterparty if oil prices exceed a defined ceiling price and the counterparty pays the Partnership if oil prices are less than a defined floor price. These agreements are recorded on the balance sheet at fair value and the resulting gains or losses are recorded in earnings.

        7.    Accounts receivable

        The Partnership's trade accounts receivable are due primarily from two crude oil dealers. State law requires that receipts for crude oil sales are paid within one month following the related production and that receipts for natural gas sales are paid within two months following the related production. The Partnership considers the trade receivables to be fully collectible and has historically not experienced any collection issues. Accordingly, an allowance for doubtful accounts is not required. If amounts become uncollectible, they will be charged to operations when that determination is made.

        8.    Cash equivalents

        For purposes of the statements of cash flows, the Partnership considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost which approximates market value.

        9.    Deferred loan costs

        Deferred loan costs are being amortized over the term of the related loan.

MVF-9

        10.    Use of estimates

        In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting these financial statements include estimates for quantities of proved oil and gas reserves, asset retirement obligations and others, and are subject to change.

        11.    Income taxes

        Federal and state income taxes are the liability of the individual partners; accordingly, the financial statements do not include any provision for federal or state income taxes.

        12.    Asset retirement obligations

        Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations," requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. Such accretion expense is included in depreciation, depletion and amortization in the accompanying statements of earnings. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and amortized over the asset's useful life. The Partnership's asset retirement obligations are primarily associated with the plugging of abandoned oil wells. SFAS No. 143 was effective for the Partnership January 1, 2003 and it was adopted on that date.

        13.    Recently issued accounting standards

        In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 supercedes SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and APB Opinion No. 20, Accounting Changes. SFAS No. 154 requires, unless impracticable, retrospective application to prior periods' financial statements of changes in accounting principle. The provisions of SFAS No. 154 also require that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 is effective for all accounting changes made in fiscal years beginning after December 15, 2005.

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NOTE B—OIL AND GAS PROPERTIES

        Oil and gas properties are carried at cost and consist of the following at:

	December 31,
					March 31, 2006
	2004		2005
					(unaudited)
Producing leaseholds	$	58,961,858	$	58,932,052	$	58,948,113
Lease equipment		22,661,044		24,260,772		24,587,211
Well development costs		3,200,838		3,581,617		3,614,380
Asset retirement costs		6,649,277		6,248,836		6,248,836
		91,473,017		93,023,277		93,398,540
Less accumulated depreciation, depreciation and amortization		34,616,375		37,739,074		38,514,279
Net oil and gas properties	$	56,856,642	$	55,284,203	$	54,884,261

        The Partnership's oil and gas activities are conducted entirely in the United States. Costs incurred in oil and gas producting activities for the years ended December 31 and for the three months ended March 31 are as follows:

		December 31,						March 31,
		2003		2004		2005		2005		2006
								(unaudited)		(unaudited)
Property acquisition costs		$	1,108,463	$	1,380,257	$	1,894,933	$	297,013	$	342,500
Development costs			172,427		297,140		380,778		47,124		32,763
Asset retirement costs			103,955		48,508		327,943		—		—
	Total	$	1,384,845	$	1,725,905	$	2,603,654	$	344,137	$	375,263

        The results of operations for oil and gas producing activities, excluding corporate overhead and interest costs for the years ended December 31 and for the three months ended March 31 are as follows:

		December 31,						March 31,
		2003		2004		2005		2005		2006
								(unaudited)		(unaudited)
Revenues from oil and gas sales		$	28,036,399	$	30,825,753	$	35,954,916	$	7,213,565	$	8,705,494
Less
	Lease operating expense		14,859,677		15,287,658		17,157,995		3,796,557		4,210,459
	Depreciation, depletion, and amortization		5,046,207		4,251,712		3,792,625		987,836		873,170
Income from oil and gas operations		$	8,130,515	$	11,286,383	$	15,004,296	$	2,429,172	$	3,621,865

        Lease operating expense includes those costs incurred to operate and maintain productive wells and related equipment and include costs such as labor, repairs and maintenance, materials, supplies, fuel consumed and insurance.

        Depreciation, depletion and amortization include costs associated with capitalized acquisitions and development costs.

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NOTE C—NOTE PAYABLE

        During 2003, 2004 and part of 2005, the Partnership had a revolving note payable to a bank with a maximum balance outstanding of $25,000,000. The note's interest rate was adjusted quarterly based upon the bank's base rate plus an applicable margin which was based upon the Partnership's earnings before interest, taxes, depreciation and amortization ("EBITDA") for the prior quarter. The note's effective rate at December 31, 2003 and 2004 was 2.53% and 2.79%, respectively. The note was collateralized by a first priority mortgage, security interest and assignment of production on all of the Partnership's oil and gas properties.

        At September 30, 2005, the Partnership refinanced the note payable with a finance company for $25,000,000. The note's interest rate was adjusted quarterly based upon the bank's base rate plus an applicable margin which was based upon the Partnership's EBITDA, as defined in the agreement, for the prior quarter. The note was collateralized by a first priority mortgage, security interest and assignment of production on all of the Partnership's oil and gas properties.

        On December 21, 2005, through a series of transactions in connection with the Limited Partner ownership change (see Note G), the Partnership refinanced their debt with another lender and borrowed an additional $65,000,000, bringing the total borrowings to $90,000,000. The note's interest rate is adjusted quarterly based upon the bank's base rate plus an applicable margin which is based upon the Partnership's EBITDA, as defined in the agreement, for the prior quarter. The note's effective rate at December 31, 2005 was 6.60%. Interest is payable quarterly. The note is collateralized by a first priority mortgage, security interest and assignment of production on all of the Partnership's oil and gas properties and matures December 19, 2008. Below are further details of the Partnership's credit agreement with the primary lender at December 31, 2005.

Borrowing Base:

        The Partnership's initial borrowing base is $95 million. The borrowing base is reduced to $90 million on July 1, 2006 and $85 million on January 1, 2007. The borrowing base thereafter is determined periodically by the lender. The Partnership must maintain $5 million of availability under the borrowing base at all times and has classified $10 million of the outstanding borrowings as a current liability at December 31, 2005. The Partnership pays a fee of 0.125% to 0.375% on the unused portion of the borrowing base depending upon the portion of the borrowing base utilized by the Partnership.

Letters of Credit:

        The credit agreement with the Partnership's primary lender provides for the issuance of letters of credit. When the lender issues a letter of credit, an initial fee is charged and a quarterly fee is charged for the amount available on the letter of credit. If the Partnership's primary lender honors a letter of credit, the lender may require immediate collateralization of cash to cover such drawing and interest will be due based upon the Eurodollar rate plus an applicable margin of 1.00% to 1.75% depending upon the amount of the Partnership's borrowing base currently being used. At December 31, 2005, the Partnership did not have any outstanding Letters of Credit with the Partnership's primary lender.

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Swing Line Loan:

        The Partnership has a revolving credit facility. This revolving facility is completely discretionary by the lender. The swing line loans are based upon the Bank's base rate plus an applicable margin of 0% to 0.75% based upon the unused portion of the borrowing base. At December 31, 2005, the Partnership did not have an outstanding balance on the Swing Line Loan.

Aggregate Commitment Amount:

        The total of all commitments for the Borrowing Base, Letters of Credit and Swing Line Loan can not exceed $200 million.

        The Partnership is subject to certain financial covenants associated with the borrowings including current ratio and interest coverage ratio requirements. In addition, the Partnership is required to enter into swap agreements in the future to cover 90% of the next three years of estimated production with a fixed price per barrel of a minimum of $55. The bank determined compliance with the 90% hedging requirement based on the engineering estimates in existence at the time the financial covenants were established. The bank has not required the Partnership to increase the hedged quantities as revised engineering estimates have been prepared. The Partnership believes it is in compliance with the required debt covenants at December 31, 2005 and March 31, 2006.

NOTE D—FINANCIAL INSTRUMENTS

        The Partnership uses swap and collar agreements to reduce the effects of fluctuations in crude oil prices. At December 31, 2005, the Partnership's hedging activities included swap agreements maturing through the year 2008 (2010 at March 31, 2006 (unaudited)). Under these arrangements, the Partnership will effectively receive fixed prices for the oil production hedged. The price source for the commodity type hedge is the New York Mercantile Exchange for the monthly activity. The agreements covered 838,427 barrels, 830,520 barrels and 771,368 barrels of crude oil production in the years ended December 31, 2003, 2004 and 2005, respectively. The Partnership produced 1,197,847 barrels of crude oil in 2003, 1,126,812 barrels of crude oil in 2004 and 1,057,906 barrels of crude oil in 2005. The Partnership had agreements covering 199,057 barrels and 223,578 barrels of crude oil production in the three months ended March 31, 2005 and 2006, respectively (unaudited). The Partnership produced 253,169 barrels and 254,379 barrels of crude oil in the three months ended March 31, 2005 and 2006 respectively (unaudited).

        Gains and losses on the hedging transactions are recognized when the hedged production is sold and, through September 29, 2005, allocated 100% to the limited partner. Subsequent to September 29, 2005, the gains and losses on the hedging transaction were allocated as shown in Note I. The Partnership recorded a hedging loss of $7,442,801, $14,402,644 and $21,470,799 in 2003, 2004 and 2005, respectively, which is reflected as a reduction of oil and gas sales in the statements of earnings. The Partnership reduced oil and gas sales to record hedging losses of $5,177,343 and $5,604,568 for the three months ended March 31, 2005 and 2006, respectively (unaudited). In addition, the Partnership has recorded income of $59,539 for the year ended December 31, 2003, a loss of $848,072 for the year ended December 31, 2005 and a loss of $726,078 for the three months ended March 31, 2006 (unaudited), which reflects the ineffective portion of the unrealized gain or loss on the hedge at

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December 31, 2003 and 2005 and March 31, 2006, respectively. These gains and losses have also been reflected as an increase or decrease of oil and gas sales in the December 31, 2003 and 2005 and the March 31, 2006 statements of earnings.

        The notional volume and fair market value of outstanding swap agreements at December 31, 2004 and 2005 and March 31, 2006 (unaudited) are as follows:

2004

Year	Notional volume	Fixed price		Fair value
2005	394,489 Bbls 376,879 Bbls	$	23.82 33.60	$	(7,451,518 (3,299,325	) )
2006	359,565 Bbls		33.60		(2,306,806	)
				$	(13,057,649	)

2005

Year	Notional volume	Fixed price		Fair value
2006	359,565 Bbls 168,000 Bbls 335,320 Bbls	$	33.60 59.14-59.60 63.96	$	(10,481,507 (644,937 258,243	) )
2007	192,000 Bbls 495,000 Bbls		58.25-59.60 63.16-65.12		(999,696 54,918	)
2008	374,000 Bbls 360,000 Bbls 45,000 Bbls		56.39-56.58 60.70 62.99		(2,308,106 (869,640 24,755	) )
				$	(14,965,970	)

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2006 (Unaudited)

Year	Notional volume	Fixed price		Fair value
2006	177,987 Bbls 126,000 Bbls 335,320 Bbls	$	33.60 59.14-59.60 63.96	$	(6,255,905 (1,207,895 (1,647,076	) ) )
2007	192,000 Bbls 495,000 Bbls		58.25-59.60 63.16-65.12		(2,026,113 (2,513,021	) )
2008	374,000 Bbls 360,000 Bbls 45,000 Bbls		56.39-56.58 60.70 62.99		(3,992,464 (2,485,531 (224,875	) ) )
2009	480,000 Bbls		64.30-64.60		(1,188,353	)
2010	444,000 Bbls		63.30-63.80		(1,056,323	)
				$	(22,597,556	)

        During the year ending December 31, 2005, the Partnership has also entered into a collar transaction covering 120,000 barrels of oil during 2007 under which the Partnership will receive payments if oil prices fall below $61 per barrel or make payments if oil prices rise above $68 per barrel. The collar had a nominal fair value at December 31, 2005 and ($552,522) at March 31, 2006 (unaudited), which is included in oil swap agreements in the accompanying balance sheets. The resulting loss of $552,522 for the three months ended March 31, 2006 (unaudited) is reflected as a decrease to oil and gas sales in the accompanying statement of earnings.

        The Partnership's swap and collar agreements expose it to market and credit risks that may at times be concentrated with certain counterparties or groups of counterparties. Counterparties to the Partnership's financial instruments are major financial institutions and an energy company, and their credit worthiness is subject to continuing review, however, full performance is anticipated. The carrying values of the Partnership's other financial instruments (cash equivalents and note payable) approximate their fair values.

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NOTE E—RELATED PARTIES

        MV Energy, LLC, the sole manager, is comprised of two independent oil companies who serve as the operator of the oil and gas wells of the Partnership. Below is a summary of the transactions that occurred between the Partnership and the operators:

	December 31,						March 31,
	2003		2004		2005		2005		2006
							(unaudited)		(unaudited)
Lease operating expense incurred	$	12,801,668	$	12,908,370	$	13,965,723	$	3,385,447	$	3,334,043
Capitalized lease equipment and producing leaseholds costs incurred		1,004,679		1,277,268		1,863,349		295,965		325,704
Payment of well development costs		172,427		297,140		380,778		47,124		32,763
Payment of management fees		60,000		60,000		60,000		15,000		15,000
Sale of natural gas		554,270		549,128		542,501		100,151		172,984
Purchase of working interest		—		70,575		—		—		—

        The members of the Partnership's sole manager, MV Energy, LLC and certain members of the Partnership's limited partner, VAP-I, LLC, have a minority ownership interest in two of the Partnership's customers.

        A summary of sales and trade receivables with these two customers follows:

		December 31,						March 31,
		2003		2004		2005		2005		2006
								(unaudited)		(unaudited)
Sales
	Customer A	$	20,321,668	$	26,756,152	$	35,290,153	$	7,687,605	$	9,328,430
	Customer B		10,445,956		13,764,683		17,628,316		3,362,301		4,736,328
		$	30,767,624	$	40,520,835	$	52,918,469	$	11,049,906	$	14,064,758
Trade receivables
	Customer A	$	1,724,229	$	2,362,788	$	2,902,791	$	3,054,382	$	3,140,293
	Customer B		879,529		1,214,575		1,624,013		1,468,191		1,494,484
		$	2,603,758	$	3,577,363	$	4,526,804	$	4,522,573	$	4,634,777

        Sales amounts shown above are prior to reductions for realized losses on swap transactions.

        A summary of the Partnership's outstanding swap agreements with customer B are as follows: (The Partnership had no related party contracts at December 31, 2004.)

Year	Notional volume	Fixed price		December 31, 2005 Fair value			March 31, 2006 Fair value
							(unaudited)
2007	495,000 Bbls	$	63.16-65.12	$	54,918		$	(2,513,021	)
2008	360,000 Bbls 45,000 Bbls		60.70 62.99		(869,640 24,755	)		(2,485,531 (224,875	) )
				$	(789,967	)	$	(5,223,427	)

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        At December 31, 2005 and March 31, 2006 (unaudited), the Partnership had an outstanding collar transaction with customer B covering 120,000 barrels of oil during 2007 under which the Partnership will receive payments if oil prices fall below $61 per barrel or make payments if oil prices rise above $68 per barrel. The fair value of the collar was nominal at December 31, 2005 and ($552,522) at March 31, 2006 (unaudited).

NOTE F—CONCENTRATION OF CREDIT RISK

        Financial instruments, which potentially subject the Partnership to credit risk, consist primarily of cash, cash equivalents, trade receivables and swap agreements.

        The Partnership maintains cash and cash equivalents with one financial institution. At times, such amounts may exceed the F.D.I.C. limits. The Partnership places its cash and cash equivalents with a high credit quality financial institution and believes that no significant concentration of credit risk exists with respect to these cash investments.

        Trade receivables subject the Partnership to the potential for credit risk with customers. Approximately 90%, 91% and 94% of the Partnership's trade receivables balance at December 31, 2004 and 2005 and March 31, 2006, respectively, was represented by two customers. Management continually evaluates the credit worthiness of the customers and believes full payment will be made.

        The Partnership has entered into certain swap agreements as discussed in Note D.

NOTE G—LIMITED PARTNER OWNERSHIP CHANGE

        During 2005, Aircraft Services Corporation sold its limited partnership interest to a newly formed entity—VAP-I, LLC ("VAP"). VAP is an LLC with five members, one of which is MV Energy, LLC, which has a 37.4% ownership interest.

        In connection with the transaction, the Partnership obtained a loan on December 21, 2005 from a new lender for $90,000,000. The proceeds from the loan were used to make a cash distribution to VAP of $64,656,706 and to pay off previously existing debt of $25,000,000. The Partnership also made a distribution to MV Energy, LLC in the form of a note payable for $24,896,844. MV Energy then contributed $12,448,422 of the note to VAP for its ownership percentage in VAP and contributed the remaining $12,448,422 of the note back to the Partnership as a capital contribution. VAP also contributed their $12,448,422 note to the Partnership as a capital contribution.

NOTE H—ASSET RETIREMENT OBLIGATION

        The Partnership adopted SFAS No. 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which the liability is incurred. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. Such accretion expense is included in depreciation, depletion and amortization in the accompanying statements of earnings. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and amortized over the asset's useful life. If the

MVF-17

fair value of the estimated asset retirement obligation changes, an adjustment is recorded for both the asset retirement obligation and the asset retirement cost. The Partnership's asset retirement obligations are primarily associated with the plugging and abandoning of oil and gas properties.

        The estimated plug and abandon dates change routinely based upon additional engineering data and changes in the price of oil impacting the date when the well is no longer economically feasible to operate. Those changes in the plug and abandon dates are remeasured on an annual basis based upon the then current plug and abandon dates of the wells using the original measurement date rates. Asset retirement obligations on new wells drilled are calculated on their initial measurement date based upon the then current interest rate environment.

        Prior to the adoption of SFAS No. 143, the Partnership determined that the salvage value from well equipment would approximately offset the cost of plugging and abandoning the well and therefore had not established salvage values on the Partnership's equipment, neither had it established an asset retirement obligation. In connection with the adoption of SFAS No. 143, the Partnership also established salvage values on its well equipment and restated accumulated depreciation on such equipment. This resulted in a net increase to equipment of $3,381,793 as of January 1, 2003. In addition, the Partnership recorded a net asset retirement cost, the balance of which was $4,947,363 at January 1, 2003 ($7,469,207 of costs less accumulated depletion of $2,521,844) for a total increase to assets at January 1, 2003 of $8,329,156. The Partnership also recorded an asset retirement obligation, the balance of which was $8,239,487 as of January 1, 2003, resulting in a cumulative effect of change in accounting principle of $89,669 in 2003.

        The activity in the asset retirement obligation during the years ended December 31 and for the period ended March 31, 2006 is as follows:

	December 31,
							March 31, 2006
	2004			2005
							(unaudited)
Asset retirement obligation—beginning of period	$	7,708,729		$	7,868,746		$	7,695,180
Liabilities incurred during the period		48,508			327,943			—
Liabilities settled during the period		(62,925	)		(185,123	)		—
Decrease in asset retirement obligation due to changes in timing of estimated cash flows		(65,988	)		(553,540	)		—
Accretion expense		240,422			237,154			60,466
Asset retirement obligation—end of period	$	7,868,746		$	7,695,180		$	7,755,646

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NOTE I—PARTNERSHIP AMENDMENTS AND INCOME ALLOCATIONS

        In conjunction with VAP purchasing the limited partnership interest as described in Note G, all parties agreed to the following:

–

Reallocation of $420,555 of 2005 earnings to the limited partner from the general partner



–

Reallocation of 5% of the recognized but unrealized swap losses reflected in accumulated other comprehensive loss at September 30, 2005 from the limited partner to the general partner

        As part of the Contribution Agreement for the formation of VAP, all parties agreed the hedging gains and losses would no longer be 100% allocated to the limited partner. Effective September 29, 2005, swap gains and losses are allocated in the same manner as other revenues and expenses.

        The distribution made on December 21, 2005 (see Note G) was enough to reach Payout 1 and Payout 2, as defined in the partnership agreement. This caused a change in the sharing of future distributions to 50% limited partner and 50% general partner beginning with the last day of the month that the distribution occurred (December 31, 2005). The distribution, as described above, was in excess of the amounts in partners' capital, and in effect, represented a distribution of future earnings. Rather than continuing to allocate future earnings based on pre Payout 1 and 2 allocations until the partner capital accounts are equalized, the partners agreed to make a special reallocation of partners' capital for financial statement purposes as of December 31, 2005 to equalize the general partner and limited partner capital accounts. Such reallocation is shown in the accompanying statements of changes in partners' capital (deficit). As a result, revenues and expenses subsequent to December 31, 2005 will be allocated 50% to the general partner and 50% to the limited partner. For income tax purposes, the partnership intends to continue to allocate future earnings based on pre Payout 1 and 2 allocations until the partner accounts are equalized for tax purposes.

NOTE J—DISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED)

        The estimates of proved reserves and related valuations were based on the reports of Cawley, Gillespie & Associates, Inc., independent petroleum and geological engineers, and the contract property management engineering staff of the sole manager of the Partnership, in accordance with the provisions of SFAS No. 69, Disclosures about Oil and Gas Producing Activities. Users of this information should be aware that the process of estimating quantities of "proved" and "proved developed" natural gas, natural gas liquids and crude oil reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions to existing reserve estimates occur from time to time.

MVF-19

        The Partnerships' oil and gas reserves are attributable solely to properties within the United States. A summary of the Partnerships' changes in quantities of proved oil and gas reserves for the years ended December 31, 2003, 2004 and 2005 are as follows:

	Oil (Bbls)		Gas (Mcf)		NGL (Bbls)
Balance at January 1, 2003	16,472,230		2,552,088		143,123
Revisions of previous estimates	307,789		(910,403	)	(26,364	)
Extensions and discoveries	13,608		—		—
Production	(1,197,847	)	(116,122	)	(2,734	)
Balance at December 31, 2003	15,595,780		1,525,563		114,025
Revisions of previous estimates	1,444,657		(282,855	)	(875	)
Purchase of minerals in place	16,127		—		—
Extensions and discoveries	846		—		—
Sales of minerals in place	(15,448	)	—		—
Production	(1,126,812	)	(103,540	)	(4,674	)
Balance at December 31, 2004	15,915,150		1,139,168		108,476
Revisions of previous estimates	3,053,651		309,242		5,492
Sales of minerals in place	(5,155	)	—		—
Production	(1,057,906	)	(89,117	)	(4,575	)
Balance at December 31, 2005	17,905,740		1,359,293		109,393
Proved developed reserves:
December 31, 2003	14,913,460		1,348,538		114,025
December 31, 2004	15,317,009		1,139,168		108,476
December 31, 2005	15,888,099		1,062,701		109,393

        The following information was developed using procedures prescribed by SFAS No. 69. The standardized measure of discounted future net cash flows should not be viewed as representative of the Partnership's current value. It and the other information contained in the following tables may be useful for certain comparative purposes, but should not be solely relied upon in evaluating the Partnership or its performance.

        The Partnership believes that, in reviewing the information that follows, the following factors should be taken into account:

•

future costs and sales prices will probably differ from those required to be used in these calculations;



•

actual rates of production achieved in future years may vary significantly from the rates of production assumed in the calculations;

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•

a 10% discount rate may not be reasonable as a measure of the relative risk inherent in realizing future net oil and gas reserves; and



•

income taxes are not taken into consideration because the Partnership is a pass-thru entity for tax purposes.

        Under the standardized measure, future cash inflows were estimated by applying year-end oil and gas prices, adjusted for location and quality differences, to the estimated future production of year-end proved reserves. Future cash inflows do not reflect the impact of future production that is subject to open hedge and other derivative positions (see Note D—Financial Instruments). Future cash inflows were reduced by estimated future development, abandonment and production costs based on year-end costs to arrive at net cash flows. Use of a 10% discount rate and year-end prices and costs are required by SFAS No. 69.

        In general, management does not rely on the following information in making investment and operating decisions. Such decisions are based upon a wide range of factors, including estimates of probable and possible as well as proved reserves and varying price and cost assumptions considered more representative of a range of possible economic conditions that may be anticipated. The standardized measure of discounted future net cash flows relating to proved oil and gas reserves are as follows at December 31,:

		2003			2004			2005
Future cash inflows		$	486,589,300		$	669,493,400		$	1,050,284,000
Future costs
	Production		(247,548,255	)		(299,008,800	)		(395,987,600	)
	Development and abandonment		(3,077,645	)		(3,260,000	)		(16,513,600	)
Future net cash flows			235,963,400			367,224,600			637,782,800
Less effect of 10% discount factor			(114,627,000	)		(185,616,900	)		(333,250,300	)
Standardized measure of discounted future net cash flows		$	121,336,400		$	181,607,700		$	304,532,500

        Future cash flows as shown above were reported without consideration for the effects of hedge and other derivative transactions outstanding at each period end. If the effects of hedge and other derivative transactions were included in the computation, then future cash flows would have decreased by $9,816,900, $14,175,700 and $7,655,100 in 2003, 2004 and 2005, respectively.

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        The changes in standardized measure of discounted future net cash flows relating to proved oil and gas reserves are as follows:

		2003			2004			2005
Standardized measure—beginning of year		$	126,210,000		$	121,336,400		$	181,607,700
	Sales of oil and gas produced, net of production costs		(20,559,984	)		(29,940,739	)		(41,115,792	)
	Net change in prices and production costs		4,428,376			57,356,656			94,091,763
	Extensions and discoveries		132,238			17,355			—
	Changes in estimated future development costs		330,065			(349,338	)		(11,516,747	)
	Development costs incurred during the period which reduce future development costs		120,000			165,000			—
	Revisions of previous quantity estimates		1,084,814			15,933,831			53,096,437
	Accretion of discount		12,621,000			12,133,640			18,160,770
	Purchase of reserves in place		—			146,696			—
	Sales of reserves in place		—			(136,766	)		(22,001	)
	Changes in production rates and other		(3,030,109	)		4,944,965			10,230,370
Standardized measure—end of year		$	121,336,400		$	181,607,700		$	304,532,500

        Average prices in effect at December 31, 2003, 2004 and 2005 used in determining future net revenues related to the standardized measure calculation are as follows:

	2003		2004		2005
Oil (per Bbl)	$	30.55	$	41.46	$	57.79
Gas (per Mcf)	$	5.00	$	5.18	$	7.89
NGL (per Bbl)	$	21.96	$	34.62	$	43.74

MVF-22

MV Partners, LLC

UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following unaudited pro forma financial statements have been prepared to illustrate the conveyance of a net profits interest in all the underlying properties by MV Partners to the Trust, the retaining of a percentage of trust units and the payment of long-term debt obligations by MV Partners. The unaudited pro forma balance sheet is presented as of March 31, 2006, giving effect to an issuance of 11,500,000 trust units at $20.00 per unit, the net profits interest conveyance and the payment of MV Partners' long-term debt obligations as if they occurred on March 31, 2006. The unaudited pro forma statements of earnings present the historical statements of earnings of MV Partners for the year ended December 31, 2005 and the three-months ended March 31, 2006, giving effect to the net profits interest conveyance and payment of MV Partners' long-term debt obligations as if they occurred as of January 1, 2005 reflecting only pro forma adjustments expected to have a continuing impact on the combined results.

        These unaudited pro forma financial statements are for informational purposes only. They do not purport to present the results that would have actually occurred had the unit offering, net profits interest conveyance, and payment of long-term obligations been completed on the assumed dates or for the periods presented. Moreover, they do not purport to project MV Partners' financial position or results of operations for any future date or period.

        To produce the pro forma financial information, management made certain estimates. These estimates are based on the most recently available information. To the extent there are significant changes in these amounts, the assumptions and estimates herein could change significantly. The unaudited pro forma financial statements should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of MV Partners, LLC" and the audited historical financial statements of MV Partners, LLC included in this prospectus and elsewhere in the registration statement.

MVF-23

MV Partners, LLC

UNAUDITED PRO FORMA BALANCE SHEET

				March 31, 2006
				Historical			Adjustments			Pro Forma
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	7,224,986		$	—	(a)	$	7,224,986
	Accounts receivable—oil and gas sales				4,952,984			—			4,952,984
	Due from limited partner				317,223			—			317,223
	Prepaid expenses				20,484			—			20,484
			Total current assets		12,515,677			—			12,515,677
OIL AND GAS PROPERTIES AND EQUIPMENT					93,398,540			(43,202,569)	(b)		50,195,971
	Less accumulated depreciation, depletion and amortization				38,514,279			(17,815,223)	(b)		20,699,056
					54,884,261			(25,387,346)	(b)		29,496,915
OTHER ASSETS
	Investment in MV Oil Trust				—			8,830,381	(c)		8,830,381
	Deferred loan costs, net of accumulated amortization of $37,499 in 2006				411,230			—			411,230
			Total other assets		411,230			8,830,381			9,241,611
				$	67,811,168		$	(16,556,965	)	$	51,254,203
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
	Accounts payable
		Trade		$	67,197		$	—		$	67,197
		Related parties			1,459,074			—			1,459,074
		Due to general partner			531,234			—			531,234
	Settlement payable on oil swap agreements				1,820,036			—			1,820,036
	Accrued interest				126,133			—			126,133
	Current maturities of note payable				6,000,000			—			6,000,000
	Hedge and other derivative agreements				10,156,454			—			10,156,454
			Total current liabilities		20,160,128			—			20,160,128
LONG-TERM LIABILITIES, less current maturities
	Note payable				80,000,000			(61,000,000)	(d)		19,000,000
	Deferred gain on sale				—			121,443,035	(e)		121,443,035
	Asset retirement obligation				7,755,646			—			7,755,646
	Hedge and other derivative agreements				12,993,624			—			12,993,624
			Total long-term liabilities		100,749,270			60,443,035			161,192,305
PARTNERS' CAPITAL (DEFICIT)
	General partner
		Capital account			(16,037,412	)		(38,500,000	)(f)		(54,537,412	)
		Accumulated other comprehensive loss			(10,511,703	)		—			(10,511,703	)
	Limited partner
		Capital account			(16,037,412	)		(38,500,000	)(f)		(54,537,412	)
		Accumulated other comprehensive loss			(10,511,703	)		—			(10,511,703	)
					(53,098,230	)		(77,000,000	)		(130,098,230	)
				$	67,811,168		$	(16,556,965	)	$	51,254,203

The accompanying notes are an integral part of these unaudited pro forma financial statements.

MVF-24

MV Partners, LLC

UNAUDITED PRO FORMA STATEMENTS OF EARNINGS

		Year ended December 31, 2005							Three months ended March 31, 2006
		Historical		Adjustments			Pro Forma		Historical		Adjustments			Pro Forma
Revenue
	Oil and gas sales	$	35,954,916	$	(28,763,933)	(g)	$	7,190,983	$	8,705,494	$	(6,964,395)	(g)		1,741,099
	Interest income		207,392		—			207,392		66,463		—			66,463
	Equity in earnings of trust investment		—		4,367,641	(h)		4,367,641		—		1,088,980	(h)		1,088,980
			36,162,308		(24,396,292	)		11,766,016		8,771,957		(5,875,415	)		2,896,542
Costs and expenses
	Lease operating		17,157,995		(13,726,396)	(i)		3,431,599		4,210,459		(3,368,367)	(i)		842,092
	Depreciation, depletion and amortization		3,792,625		(1,081,969)	(j)		2,710,656		873,170		(244,713)	(j)		628,457
	General and administrative		497,710		—			497,710		183,670		—			183,670
	Loss on sale of assets		88,539		—			88,539		—		—			—
	Interest		1,499,960		(1,442,278)	(k)		57,682		1,452,733		(980,788)	(k)		471,945
			23,036,829		(16,250,643	)		6,786,186		6,720,032		(4,593,868	)		2,126,164
Net earnings		$	13,125,479	$	(8,145,649	)	$	4,979,830	$	2,051,925	$	(1,281,547	)	$	770,378

The accompanying notes are an integral part of these unaudited pro forma financial statements.

MVF-25

MV Partners, LLC

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

NOTE A—BASIS OF PRESENTATION

        MV Partners will convey net profits interests in oil and natural gas producing properties located in the States of Kansas and Colorado to the MV Oil Trust (the "Trust"). The net profits interests entitle the Trust to receive 80% of the net proceeds attributable to MV Partners' interest from the sale of production from the underlying properties. The net profits interests will terminate and the underlying properties will revert back to MV Partners on the later to occur of (1) June 30, 2026, or (2) when 14.4 MMBoe have been produced from the underlying properties and sold.

        The proceeds of the offering will be used to repay approximately $61.0 million of indebtedness of MV Partners under its bank credit facility and to distribute the remaining $77.0 million to its partners.

        The unaudited pro forma balance sheet assumes the issuance of 11,500,000 trust units at $20.00 per unit and estimated direct transaction costs to be incurred by MV Partners of approximately $12.0 million (comprised of underwriter, legal, accounting and other fees).

        MV Partners will sell 65.2% of the trust units to the public and retain 34.8% of the units itself. These unaudited pro forma financial statements reflect the conveyance of the 80% net profits interest as a reduction of sales and operating expenses. In accordance with the 34.8% of trust units retained, MV Partners will receive a distribution from the trust for its units. These unaudited pro forma financial statements reflect the distribution as equity in earnings of trust investment.

        MV Partners has entered into hedge and other derivative arrangements with institutional third parties with respect to the volumes of oil production for the periods covered by these pro forma statements and the years following until 2010 such that MV Partners would be entitled to receive payments from the counterparties in the event that reference prices for oil contracts traded on NYMEX for the periods covered are less than the fixed prices specified for the hedge and other derivatives. MV Partners will also be required to make payments to the counterparties in the event that reference prices for oil contracts traded on NYMEX for the periods covered are more than the fixed prices specified for the hedge and other derivatives. Although these hedge and other derivative arrangements will not be directly dedicated or pledged to the Trust, MV Partners expects that payments received or made by it under these hedge and other derivative arrangements will affect its financial obligations to make payments to the Trust. The effects of these hedge and other derivative arrangements, if any, are reflected in these unaudited pro forma financial statements.

MVF-26

NOTE B—PRO FORMA ADJUSTMENTS

        Pro forma adjustments are necessary to reflect the issuance of the Trust units, the conveyance of the net profits interest, the retaining of trust units and the payment of MV Partners' long-term obligations and distributions using proceeds from the offering. The pro forma adjustments included in the unaudited pro forma balance sheet are as follows:

		March 31, 2006
(a)	Gross cash proceeds from the sale of the trust units	$	150,000,000
	Partial repayment of outstanding borrowing on revolving credit facility		(61,000,000	)
	Payment of transaction fees and costs from the sale of trust units		(12,000,000	)
	Distribution to partners		(77,000,000	)
		$	—
(b)	Reduction in property due to conveyance of net profits interest	$	(43,202,569	)
	Reduction of associated accumulated depreciation, depletion, and amortization		17,815,223
		$	(25,387,346	)
(c)	To create investment in Trust with contribution of 80% net profits interest	$	25,387,346
	To record sale of 65.2% of trust units		(16,556,965	)
		$	8,830,381
(d)	Partial repayment of outstanding borrowing on revolving credit facility	$	(61,000,000	)
(e)	Deferred gain on sale of net profits interest is calculated as follows:
	Gross cash proceeds from the sale of the trust units	$	150,000,000
	Less: Net book value of conveyed net profits interests		(16,556,965	)
	Transaction fees and costs from the sale of trust units		(12,000,000	)
	Deferred gain	$	121,443,035
(f)	To record distribution of remaining cash to general partner	$	(38,500,000	)
	To record distribution of remaining cash to limited partner		(38,500,000	)
		$	(77,000,000	)

MVF-27

        The pro forma adjustments included in the unaudited pro forma statements of earnings are as follows:

		Year ended December 31, 2005			Three months ended March 31, 2006
(g)	Decrease in oil and gas sales attributable to net profits interest	$	(28,763,933	)	$	(6,964,395	)
(h)	Record equity in earnings of Trust (see calculation below)	$	4,367,641		$	1,088,980
(i)	Decrease in lease operating expenses attributable to the net profits interest	$	13,726,396		$	3,368,367
(j)	Reduce depreciation on assets sold to Trust	$	(1,741,631	)	$	(403,895	)
	Record amortization of Trust investment		659,662			159,182
		$	(1,081,969	)	$	(244,713	)
(k)	To reduce interest expense due to reduction of debt	$	(1,442,278	)	$	(980,788	)
	The net profits interest is calculated as follows:
	80% of oil and gas sales	$	28,763,933		$	6,964,395
	80% of lease operating expenses		(13,726,396	)		(3,368,367	)
	80% of capitalized equipment and well development		(1,820,569	)		(300,210	)
	Net profits interest	$	13,216,968		$	3,295,818
	Equity in earnings of Trust is calculated as follows:
	Trust receives net profits interest	$	13,216,968		$	3,295,818
	Trust pays expenses of trust		(660,000	)		(165,000	)
	Trust earnings		12,556,968			3,130,818
	34.8% of Trust earnings to retained units	$	4,367,641		$	1,088,980

MVF-28

Appendix A

Cawley, Gillespie & Associates, Inc.

PETROLEUM CONSULTANTS

AUSTIN OFFICE:	MAIN OFFICE:	HOUSTON OFFICE:
9601 AMBERGLEN BLVD., SUITE 117 AUSTIN, TEXAS 78729 (512) 249-7000 FAX (512) 233-2618	306 WEST 7TH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 (817) 336-2461 FAX (817) 877-3728	1000 LOUISIANA, SUITE 625 HOUSTON, TEXAS 77002-5008 (713) 651-9944 FAX (713) 651-9980

July 25, 2006

MV Partners, LLC
250 N. Water, Suite 300
Wichita, Kansas 67202

Re: Evaluation Summary
MV Partners, LLC Interests
Total Proved Reserves
Certain Oil and Gas Assets—KS & CO
As of June 30, 2006 Pursuant to the Guidelines of the Securities and Exchange Commission for Reporting Corporate Reserves and Future Net Revenue

Gentlemen:

        As requested, we are submitting our estimates of total proved reserves and forecasts of economics attributable to the MV Partners, LLC ("Company") interests in certain oil and gas properties located in Kansas and Colorado. This report includes results for the SEC price scenario and includes the hedge revenue gain or loss. A composite summary of the proved reserves is presented below.

			Proved Developed Producing	Proved Developed Non-Producing	Proved Undeveloped	Total Proved
Net Reserves
	Oil	- MBBL	16,259.0	200.6	1,964.8	18,424.3
	Gas	- MMCF	1,083.5	39.8	298.3	1,421.6
	NGL	- MBBL	106.1	0.0	0.0	106.1
Revenue
	Oil	- M$	1,149,183.0	14,177.4	138,871.5	1,302,231.9
	Gas	- M$	5,362.6	236.0	1,585.1	7,183.8
	NGL	- M$	6,012.9	0.0	0.0	6,012.9
	Hedge	- M$	-34,128.3	0.0	0.0	-34,128.3
Severance Taxes		- M$	5,959.3	543.7	6,010.4	12,513.4
Ad Valorem Taxes		- M$	28,863.6	360.3	3,511.4	32,735.4
Operating Expenses		- M$	324,398.7	2,151.9	21,594.8	348,145.4
Workover Expenses		- M$	22,040.8	0.0	0.0	22,040.8
COPAS		- M$	63,196.1	0.0	0.0	63,196.1
Investments		- M$	0.0	1,070.2	15,778.5	16,848.7
Net Operating Income		- M$	681,971.6	10,287.3	93,561.6	785,820.4
	(BFIT)
	Discounted @10%	- M$	304,012.2	4,797.6	51,126.2	359,936.0

        The discounted cash flow value shown above should not be construed to represent an estimate of the fair market value by Cawley, Gillespie & Associates, Inc.

A-1

MV Partners, LLC Interests
July 25, 2006
Page 2

Presentation

        This report is divided into four main sections: Summary, Proved Developed Producing ("PDP"), Proved Developed Non-Producing ("PDNP") and Proved Undeveloped ("PUD"). Within each reserve category section are grand total Table I's and Table II summaries. The Table I's present composite reserve estimates and economic forecasts for the particular reserve category. Following the tables are Table II "oneline" summaries that present estimates of ultimate recovery, gross and net reserves, ownership, revenue, expenses, investments, net income and discounted cash flow ("DCF") for the individual properties that make up the corresponding Table I. The properties in each Table II are sorted based on DCF.

        For a more detailed description of the report layout, please refer to the Table of Contents following this letter. The data presented in each Table I is explained in page 1 of the Appendix. The methods employed in estimating reserves are described in page 2 of the Appendix.

Hydrocarbon Pricing

        As requested, oil and gas prices were adjusted to the NYMEX June 30^th, 2006 closing WTI Cushing oil price of $73.93 per BBL and Henry Hub natural gas price of $6.104 per MMBTU. Prices were not escalated in accordance with Securities and Exchange Commission ("SEC") guidelines.

        Oil price differentials were forecast at -$3.25 per BBL for all properties and were not escalated. Gas and NGL price differentials were forecast on a per property basis as provided by your office and were also not escalated. Gas price differentials include adjustments for transportation and basis differential. Gas prices were further adjusted with a heating value (BTU content) applied on a per-property basis.

        A "Hedge Position" case was included to model the gain/(loss) in revenue due to the Company's current pricing hedge position. The hedge forecast is located in "Hedge Revenue" (column 15) in the attached tables. A summary of the annual gain/(loss) in revenue is presented below:

Year	SEC Hedge Gain/(Loss), M$
2006	(4,578.8	)
2007	(8,551.1	)
2008	(11,794.3	)
2009	(4,550.4	)
2010	(4,653.7	)

Expenses and Taxes

        Lease operating expenses, workover expenses, COPAS overhead charges and investments were forecast on a per property basis as furnished by your office. Workover expenses were forecast at $73.82 per month per net well for all producing properties. Expenses and investments were held constant in accordance with SEC guidelines.

        Severance tax rates were applied at normal state percentages of oil and gas revenue, except for those Kansas producing properties that are severance tax exempt. Ad valorem taxes of 2.5% of total revenue were applied to each property as provided by your office. Oil and gas conservation tax rates were applied to all Kansas properties at rates of $0.0547 per BBL and $0.00913 per MCF, respectively.

A-2

MV Partners, LLC Interests
July 25, 2006
Page 3

Miscellaneous

        An on-site field inspection of the properties has not been performed nor has the mechanical operation or condition of the wells and their related facilities been examined, nor have the wells been tested by Cawley, Gillespie & Associates, Inc. Possible environmental liability related to the properties has not been investigated nor considered. The cost of plugging and the salvage value of equipment at abandonment have not been included except as noted above.

        The proved reserve classifications used herein conform to the criteria of the Securities and Exchange Commission as defined in page 3 of the Appendix. The reserves and economics are predicated on regulatory agency classifications, rules, policies, laws, taxes and royalties in effect on the effective date, except as noted herein. The possible effects of changes in legislation or other Federal or State restrictive actions have not been considered. All reserve estimates represent our best judgment based on data available at the time of preparation, and assumptions as to future economic and regulatory conditions. It should be realized that the reserves actually recovered, the revenue derived therefrom and the actual cost incurred could be more or less than the estimated amounts

        The reserve estimates and forecasts were based upon interpretations of factual data furnished by your office. Production data, ownership information, price differentials, expense data and tax details were furnished by MV Partners, LLC, and were accepted as furnished. To some extent, information from public records was used to check and/or supplement these data. The basic engineering and geological data were utilized subject to third party reservations and qualifications. Nothing has come to our attention, however, that would cause us to believe that we are not justified in relying on such data.

        This report was prepared for the exclusive use of MV Partners, LLC. Third parties should not rely on it without the written consent of the above and Cawley, Gillespie & Associates, Inc. We are independent registered professional engineers and geologists. We do not own an interest in the properties or MV Partners, LLC and are not employed on a contingent basis. Our work papers and related data are available for inspection and review by authorized, interested parties.

Yours very truly,

/s/ Cawley, Gillespie & Associates, Inc.

CAWLEY, GILLESPIE & ASSOCIATES, INC.

A-3

        Until                          , 2006 (25 days after the date of this prospectus), federal securities laws may require all dealers that effect transactions in the trust units, whether or not participating in this offering, to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

TABLE OF CONTENTS

Summary Reserve Report

7,500,000 Trust Units

MV OIL TRUST

PROSPECTUS

RAYMOND JAMES

                          , 2006

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses Of Issuance And Distribution

        Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the NASD filing and the NYSE listing fee, the amounts set forth below are estimates.

Registration fee		$	18,458
NASD filing fee			*
NYSE listing fee			*
Printing and engraving expenses			*
Fees and expenses of legal counsel			*
Accounting fees and expenses			*
Transfer agent and registrar fees			*
Trustee fees and expenses
Miscellaneous			*
	Total	$	*

*

To be provided by amendment.

Item 14. Indemnification Of Directors And Officers.

        The trust agreement provides that the trustee and its officers, agents and employees shall be indemnified from the assets of the trust against and from any and all liabilities, expenses, claims, damages or loss incurred by it individually or as trustee in the administration of the trust and the trust assets, including, without limitation, any liability, expenses, claims, damages or loss arising out of or in connection with any liability under environmental laws, or in the doing of any act done or performed or omission occurring on account of it being trustee or acting in such capacity, except such liability, expense, claims, damages or loss as to which it is liable under the trust agreement. In this regard, the trustee shall be liable only for fraud or gross negligence or for acts or omissions in bad faith and shall not be liable for any act or omission of any agent or employee unless the trustee has acted in bad faith or with gross negligence in the selection and retention of such agent or employee. The trustee is entitled to indemnification from the assets of the trust and shall have a lien on the assets of the trust to secure it for the foregoing indemnification.

        Under the MV Partners, LLC operating agreement and subject to specified limitations, MV Energy, LLC shall not be liable, responsible or accountable in damages or otherwise to MV Partners, LLC or its members for, and MV Partners, LLC shall indemnify and hold harmless MV Energy, LLC from any costs, expenses, losses or damages (including attorneys' fees and expenses, court costs, judgments and amounts paid in settlement) incurred by reason of its being the sole manager of MV Partners, LLC. Reference is also made to the Underwriting Agreement to be filed as an exhibit to this registration statement in which MV Partners, LLC and its affiliates will agree to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that may be required to be made in respect of these liabilities. Subject to any terms, conditions or restrictions set forth in the operating agreement, Section 17 7670 of the Kansas General Corporation Code empowers a Kansas limited liability company to indemnify and hold harmless any member or manager or other persons from and against all claims and demands whatsoever.

II-1

        In connection with the preparation and filing of any shelf registration statement, MV Oil Trust will indemnify MV Partners, LLC and its officers, directors and controlling persons from and against any liabilities under the Securities Act or any state securities laws arising from the registration statement or prospectus. MV Oil Trust will bear all costs and expenses incidental to any shelf registration statement, excluding any underwriting discounts and fees.

Item 15. Recent Sales Of Unregistered Securities.

        None.

Item 16. Exhibits and Financial Statement Schedules.

(a)

Exhibits.

        The following documents are filed as exhibits to this registration statement:

Exhibit Number		Description
1.1*	—	Form of Underwriting Agreement.
3.1	—	Articles of Organization of MV Partners, LLC.
3.2*	—	Operating Agreement of MV Partners, LLC.
3.3	—	Certificate of Trust of MV Oil Trust.
3.4	—	Trust Agreement dated August 3, 2006 among MV Partners and JPMorgan Chase Bank, N.A. and Wilmington Trust Company.
3.5*	—	Form of Amended and Restated Trust Agreement among MV Partners and JPMorgan Chase Bank, N.A. and Wilmington Trust Company.
4.1*	—	Form of Unit Certificate.
5.1*	—	Opinion of Dorsey & Whitney (Delaware) LLP relating to the validity of the trust units.
8.1*	—	Opinion of Vinson & Elkins L.L.P. relating to tax matters.
10.1	—	Credit Agreement dated as of December 21, 2005 among MV Partners, LP (now MV Partners LLC), as borrower, Bank of America, N.A. and the other parties named therein.
10.2	—	First Amendment to Credit Agreement dated April 28, 2006 by and among MV Partners, LP (now MV Partners, LLC), as borrower, Bank of America, N.A. and the other parties named therein.
10.3*	—	Form of Term Net Profits Interest Conveyance.
10.4*	—	Form of Administrative Services Agreement.
10.5*	—	Registration Rights Agreement.
23.1	—	Consent of Grant Thornton LLP.
23.2*	—	Consent of Dorsey & Whitney (Delaware) LLP (contained in Exhibit 5.1).
23.3*	—	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1).
23.4	—	Consent of Cawley, Gillespie & Associates, Inc.
24.1	—	Power of Attorney set forth on the signature page contained in Part V.

*

To be filed by amendment.

(b)

Financial Statement Schedules.

        No financial statement schedules are required to be included herewith or they have been omitted because the information required to be set forth therein is not applicable.

II-2

Item 17. Undertakings.

        The undersigned registrants hereby undertake:

        (a)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 14, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their respective counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        (b)   To provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        (c)   For purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrants pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

        (d)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas, on August 14, 2006.

MV Oil Trust
By:	MV Partners, LLC
	By:	MV Energy, LLC, its Manager
	By:	Murfin, Inc., Member
	By:	/s/  DAVID L. MURFIN
	Name: David L. Murfin Title:    Chairman and Chief Executive Officer

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas, on August 14, 2006.

By:	MV Partners, LLC
	By:	MV Energy, LLC, its Manager
	By:	Murfin, Inc., Member
	By:	/s/  DAVID L. MURFIN
	Name: David L. Murfin Title:    Chairman and Chief Executive Officer

        Each person whose signature appears below appoints David L. Murfin and J. Michael Vess, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them of their or his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  DAVID L. MURFIN David L. Murfin	(Co-Principal Executive Officer)	August 14, 2006
/s/  J. MICHAEL VESS J. Michael Vess	(Co-Principal Executive Officer)	August 14, 2006
/s/  RICHARD J. KOLL Richard J. Koll	(Principal Accounting and Financial Officer)	August 14, 2006

II-5

INDEX TO EXHIBITS

Exhibit Number		Description
1.1*	—	Form of Underwriting Agreement.
3.1	—	Articles of Organization of MV Partners, LLC.
3.2*	—	Operating Agreement of MV Partners, LLC.
3.3	—	Certificate of Trust of MV Oil Trust.
3.4	—	Trust Agreement dated August 3, 2006 among MV Partners and JPMorgan Chase Bank, N.A. and Wilmington Trust Company.
3.5*	—	Form of Amended and Restated Trust Agreement among MV Partners and JPMorgan Chase Bank, N.A. and Wilmington Trust Company.
4.1*	—	Form of Unit Certificate.
5.1*	—	Opinion of Dorsey & Whitney (Delaware) LLP relating to the validity of the trust units.
8.1*	—	Opinion of Vinson & Elkins L.L.P. relating to tax matters.
10.1	—	Credit Agreement dated as of December 21, 2005 among MV Partners, LP (now MV Partners LLC), as borrower, Bank of America, N.A. and the other parties named therein.
10.2	—	First Amendment to Credit Agreement dated April 28, 2006 by and among MV Partners, LP (now MV Partners, LLC), as borrower, Bank of America, N.A. and the other parties named therein.
10.3*	—	Form of Term Net Profits Interest Conveyance.
10.4*	—	Form of Administrative Services Agreement.
10.5*	—	Registration Rights Agreement.
23.1	—	Consent of Grant Thornton LLP.
23.2*	—	Consent of Dorsey & Whitney (Delaware) LLP (contained in Exhibit 5.1).
23.3*	—	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1).
23.4	—	Consent of Cawley, Gillespie & Associates, Inc.
24.1	—	Power of Attorney set forth on the signature page contained in Part V.

*

To be filed by amendment.

EX-3.1

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Exhibit 3.1

ARTICLES OF ORGANIZATION
OF
MV PARTNERS, LLC

A LIMITED LIABILITY COMPANY

        The undersigned, in order to form a limited liability company for the purposes hereinafter stated under and pursuant to the Kansas Revised Limited Liability Company Act (the "Act"), hereby provide as follows:

ARTICLE I

Name

        The name of the limited liability company formed hereby is MV Partners, LLC (the "Company").

ARTICLE II

Registered Office and Resident Agent

        The address of the Company's registered office in the State of Kansas is 250 N. Water, Suite 300, Wichita, Kansas 67202. The name of its resident agent at such address is David L. Murfin.

ARTICLE III

Operating Agreement

        The Members shall adopt a written Operating Agreement to govern the rights, duties, and obligations of the Members. Oral amendments to the Operating Agreement shall be invalid. A person shall become a Member of the Company only upon the execution by such person, or a duly authorized representative, of the Operating Agreement or any other writing evidencing the intent to become a Member and be bound by the terms of the Operating Agreement.

        IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name on this 1^st day of August, 2006.

/s/  DAVID L. MURFIN David L. Murfin, as authorized agent

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ARTICLES OF ORGANIZATION OF MV PARTNERS, LLC A LIMITED LIABILITY COMPANY
ARTICLE I Name
ARTICLE II Registered Office and Resident Agent
ARTICLE III Operating Agreement

EX-3.3

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Exhibit 3.3

CERTIFICATE OF TRUST
OF
MV OIL TRUST

        THIS Certificate of Trust of MV Oil Trust (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the "Act").

        1.    Name.    The name of the statutory trust formed by this Certificate of Trust is MV Oil Trust.

        2.    Delaware Trustee.    The name and business address of the trustee of the Trust with its principal place of business in the State of Delaware are Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-1615, Attention: Corporate Trust Administration.

        3.    Effective Date.    This Certificate of Trust shall be effective upon filing.

[Remainder of page intentionally left blank]

        IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

JPMorgan Chase Bank, N.A., not in its individual capacity, but solely as trustee of the Trust
By:	/s/  MIKE J. ULRICH Name: Mike J. Ulrich Title: Vice President

        IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

Wilmington Trust Company, not in its individual capacity, but solely as trustee of the Trust
By:	/s/  MICHAEL MCCARTHY Name: Michael McCarthy Title: Assistant Vice President

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CERTIFICATE OF TRUST OF MV OIL TRUST

EX-3.4

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Exhibit 3.4

TRUST AGREEMENT
OF
MV OIL TRUST

        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:

        1.     The trust created hereby shall be known as "MV Oil Trust" (the "Trust"), in which name the Trustees or MV Partners, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued.

        2.     MV Partners hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. Such amount shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under the Delaware Statutory Trust Act, Title 12, Chapter 38 of the Delaware Code, Sections 3801, et seq. (the "Trust Act"), and that this Trust Agreement constitute the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Secretary of State of the State of Delaware in such form as the Trustees may approve.

        3.     MV Partners and the Trustees will enter into an amended and restated Trust Agreement satisfactory to each such party to provide for the contemplated operation of the Trust created hereby and the issuance of the trust securities referred to therein. Prior to the execution and delivery of such amended and restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect of the trust estate, except as otherwise contemplated by this Trust Agreement, required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed proper as are necessary to effect the transactions contemplated herein.

        4.     MV Partners, as trustor of the Trust, is hereby authorized, in its sole discretion, (i) to prepare and file with the Securities and Exchange Commission (the "Commission") and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement (the "1933 Act Registration Statement"), including all pre-effective and post-effective amendments thereto, relating to the registration under the Securities Act of 1933, as amended (the "1933 Act"), of the trust securities of the Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the trust securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the "1934 Act Registration Statement"), including all pre-effective and post-effective amendments thereto, relating to the registration of the trust securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) if and at such time as determined by MV Partners, to file with the New York Stock Exchange or other exchange, or the National Association of Securities Dealers ("NASD"), and execute on behalf of the Trust a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the trust securities of the Trust to be listed on the New York Stock Exchange or such other exchange, or the NASDAQ Global Market; (iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register the trust securities of the Trust under the

securities or "blue sky" laws of such jurisdictions as MV Partners, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the trust securities of the Trust; and (v) to execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the trust securities of the Trust.

        In the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, NASD, or state securities or "blue sky" laws to be executed on behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees of the Trust, are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees, in their capacity as trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, NASD, or state securities or "blue sky" laws; provided, however, that the Trustees in their discretion may resign if they elect not to join in any such filing or to execute any such document.

        5.     This Trust Agreement may be executed in one or more counterparts.

        6.     The number of trustees of the Trust initially shall be two and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by MV Partners which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent required by the Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law. Subject to the foregoing, MV Partners is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days' prior notice to MV Partners. In the event of the removal or resignation of Wilmington Trust where a successor trustee meeting the requirements of the Trust Act is required, if no such successor trustee shall have been appointed within 30 days after notice of such removal or resignation has been given, Wilmington Trust may, after delivery of written notice to MV Partners and at the expense of MV Partners, petition a court of competent jurisdiction for the appointment of a successor.

        7.     Notwithstanding any provision of this Trust Agreement to the contrary, Wilmington Trust shall not have any of the powers or duties of the Trustees set forth herein and shall be a Trustee of the Trust for the sole purpose of satisfying the requirements of Section 3807 of the Trust Act.

        8.     The Trustees (as such and in their individual capacities) and their respective officers, directors, employees, shareholders and agents shall be indemnified and held harmless by MV Partners with respect to any loss, liability, claim, damage, action, suit, tax, penalty, cost, disbursement or expense of any kind or nature whatsoever (including the reasonable fees and expenses of counsel) incurred by the Trustees (as such and in their individual capacities) arising out of or incurred in connection with the acceptance or performance by the Trustees of their respective duties and obligations contained in this Trust Agreement, the creation, operation, administration or termination of the Trust or the transactions contemplated hereby; provided, however, that the Trustees (including their respective officers, directors, employees, shareholders and agents) shall not be indemnified or held harmless as to any such loss, liability, claim, damage, action, suit, tax, penalty, cost, disbursement or expense of any kind or nature whatsoever (including the reasonable fees and expenses of counsel) incurred by reason of their respective willful misconduct, bad faith or gross negligence. The obligations of MV Partners under this Section 8 shall survive the resignation or removal of the Trustees and the termination of this Trust Agreement.

        9.     The Trust may be dissolved and terminated before the issuance of the trust securities of the Trust at the election of MV Partners.

2

        10.   This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles); PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS AGREEMENT ANY PROVISION OF THE LAWS (COMMON OR STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR REFERENCED IN THIS AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

3

        IN WITNESS WHEREOF, MV Partners, Bank and Wilmington Trust have caused this Agreement to be duly executed the day and year first above written.

	MV PARTNERS, LLC
	By:	MV Energy, LLC, Manager
ATTEST:	By:	Murfin, Inc., Member
/s/  DEBRA A. SHAHAN Name: Debra A. Shahan Title: Notary Public	By:	/s/  DAVID L. MURFIN Name: David L. Murfin Title: President
ATTEST:	JPMORGAN CHASE BANK, N.A.
/s/  SARAH NEWELL Name: Sarah Newell Title: Sr. Trust Specialist	By:	/s/  MIKE J. ULRICH Name: Mike J. Ulrich Title: Vice President
ATTEST:	WILMINGTON TRUST COMPANY
/s/  JOSE PAREDES Name: Jose Paredes Title: Assistant Vice President	By:	/s/  MICHAEL MCCARTHY Name: Michael McCarthy Title: Assistant Vice President

4

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TRUST AGREEMENT OF MV OIL TRUST

EX-10.1

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Exhibit 10.1

Facility
CUSIP No. 55387QAB5

Revolving Commitment
CUSIP No. 55387QAA7

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

TABLE OF CONTENTS

Section			Page
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS			1
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	16
	1.03	Accounting Terms	16
	1.04	Rounding	17
	1.05	Times of Day	17
	1.06	Letter of Credit Amounts	17
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS			17
	2.01	Committed Loans	17
	2.02	Borrowings, Conversions and Continuations of Committed Loans	17
	2.03	Letters of Credit	19
	2.04	Swing Line Loans	25
	2.05	Prepayments	28
	2.06	Reduction of Commitments or Reduction of Commitments Termination	29
	2.07	Repayment of Loans	29
	2.08	Interest	30
	2.09	Fees	30
	2.10	Computation of Interest and Fees	30
	2.11	Evidence of Debt	30
	2.12	Payments Generally; Agent's Clawback	31
	2.13	Sharing of Payments	32
	2.14	Initial Borrowing Base	33
	2.15	Subsequent Determinations of Borrowing Base	33
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY			34
	3.01	Taxes	34
	3.02	Illegality	35
	3.03	Inability to Determine Rates	35
	3.04	Increased Costs	36
	3.05	Compensation for Losses	37
	3.06	Mitigation Obligations	37
	3.07	Survival	37
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			37
	4.01	Conditions of Initial Credit Extension	37
	4.02	Conditions to all Credit Extensions	39
ARTICLE V. REPRESENTATIONS AND WARRANTIES			39
	5.01	Existence, Qualification and Power; Compliance with Laws	39
	5.02	Authorization; No Contravention	40
	5.03	Governmental Authorization; Other Consents	40
	5.04	Binding Effect	40
	5.05	Financial Statements; No Material Adverse Effect	40
	5.06	Litigation	40
	5.07	No Default	41
	5.08	Ownership of Property; Liens	41
	5.09	Environmental Compliance	41
	5.10	Insurance	41
	5.11	Taxes	41
	5.12	ERISA Compliance	41
	5.13	Subsidiaries	42

	5.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	42
	5.15	Disclosure	42
	5.16	Compliance with Laws	42
	5.17	Leases; Contracts; Licenses, Etc.	42
	5.18	Sale of Production	43
	5.19	Operation of Oil and Gas Properties	44
	5.20	Ad Valorem and Severance Taxes; Litigation	44
	5.21	Intellectual Property; Licenses, Etc.	44
ARTICLE VI. AFFIRMATIVE COVENANTS			45
	6.01	Financial Statements	45
	6.02	Certificates; Other Information	45
	6.03	Notices	46
	6.04	Payment of Obligations	47
	6.05	Preservation of Existence, Etc.	47
	6.06	Maintenance of Properties	47
	6.07	Maintenance of Insurance	47
	6.08	Compliance with Laws	48
	6.09	Books and Records	48
	6.10	Inspection Rights	48
	6.11	Use of Proceeds	48
	6.12	Agreement to Deliver Security Documents	49
	6.13	Liens on Mortgaged Properties Acquired or Completed in the Future	49
	6.14	Production Proceeds	49
	6.15	Mortgaged Property Covenants	49
	6.16	Guaranties of Borrower's Subsidiaries	50
	6.17	Hedging Program	50
	6.18	Environmental Matters; Environmental Reviews	50
ARTICLE VII. NEGATIVE COVENANTS			51
	7.01	Liens	51
	7.02	Investments	51
	7.03	Indebtedness	51
	7.04	Fundamental Changes	51
	7.05	Dispositions	52
	7.06	Restricted Payments	52
	7.07	Change in Nature of Business	53
	7.08	Transactions with Affiliates	53
	7.09	Burdensome Agreements	53
	7.10	Use of Proceeds	53
	7.11	Hedging Contracts	53
	7.12	Financial Covenants	54
ARTICLE VIII. events of default and remedies			54
	8.01	Events of Default	54
	8.02	Remedies Upon Event of Default	56
	8.03	Application of Funds	56
ARTICLE IX. ADMINISTRATIVE AGENT			57
	9.01	Appointment and Authorization of Administrative Agent	57
	9.02	Rights as a Lender	57
	9.03	Exculpatory Provisions	58

ii

	9.04	Reliance by Administrative Agent	58
	9.05	Delegation of Duties	58
	9.06	Resignation of Agent	59
	9.07	Non-Reliance on Agent and Other Lenders	59
	9.08	No Other Duties, Etc.	60
	9.09	Administrative Agent May File Proofs of Claim	60
	9.10	Guaranty Matters	60
	9.11	Collateral Matters	60
ARTICLE X. MISCELLANEOUS			62
	10.01	Amendments, Etc.	62
	10.02	Notices; Effectiveness; Electronic Communications	63
	10.03	No Waiver; Cumulative Remedies	64
	10.04	Expenses; Indemnity; Damage Waiver	64
	10.05	Payments Set Aside	66
	10.06	Successors and Assigns	66
	10.07	Treatment of Certain Information; Confidentiality	69
	10.08	Right of Setoff	69
	10.09	Interest Rate Limitation	70
	10.10	Counterparts; Integration; Effectiveness	70
	10.11	Survival of Representations and Warranties	70
	10.12	Replacement of Lenders	70
	10.13	Severability	71
	10.14	Governing Law; Jurisdiction; Etc.	71
	10.15	Waiver of Right to Trial by Jury	72
	10.16	USA PATRIOT Act Notice	72
	10.17	Time of the Essence	72
	10.18	Restatement	72
BANK OF AMERICA

SCHEDULES
	1	Lenders' Commitments and Applicable Percentages
	2	Security Documents
	3	Disclosure Schedule
	4	Addresses
EXHIBITS
Form of
	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C	Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Legal Opinions
	G	Assignment, Assumption and Mortgage Amendment

iii

CREDIT AGREEMENT

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.

        Borrower has requested that Lenders provide a revolving credit facility, and Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

1.01    Defined Terms.    As used in this Agreement, the following terms shall have the meanings set forth below:

        "Administrative Agent" or "Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

        "Administrative Agent's Office" means Agent's address and, as appropriate, account as set forth on Schedule 4, or such other address or account as Agent may from time to time notify Borrower and Lenders.

        "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by Agent.

        "Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

        "Agent Fee Letter" has the meaning specified in Section 2.09 (b).

        "Aggregate Commitments" means the Commitments of all Lenders, but in no event to exceed the Maximum Credit Amount.

        "Agreement" means this Credit Agreement.

        "Applicable Percentage" means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender's Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

        "Applicable Rate" means, from time to time, the following percentages per annum, based upon the Borrowing Base Usage:

Pricing Level	Borrowing Base Usage	Unused Fee		Eurodollar Rate + Letters of Credit		Base Rate
I	greater than or equal to 80%	0.375	%	1.75	%	0.75	%
II	less than 80% but greater than or equal to 66%	0.250	%	1.50	%	0.50	%
II	less than 66% but greater than or equal to 33%	0.250	%	1.25	%	0.25	%
III	less than 33%	0.125	%	1.00	%	0.00	%

        "Assignment and Assumption" means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b), and accepted by Agent, in substantially the form of Exhibit E or any other form approved by Agent.

        "Assignment, Assumption and Mortgage Amendment" means the instrument in the form of Exhibit G hereto.

        "Attributable Indebtedness" means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

        "Audited Financial Statements" means the audited consolidated balance sheet of Borrower and its Subsidiaries for the fiscal year ended December 31, 2004, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year of Borrower and its Subsidiaries, including the notes thereto.

        "Availability Period" means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

        "Bank of America" means Bank of America, N.A. and its successors.

        "Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus ¹/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate." The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

        "Base Rate Committed Loan" means a Committed Loan that is a Base Rate Loan.

        "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

        "Borrower" has the meaning specified in the introductory paragraph hereto.

        "Borrower Materials" has the meaning specified in Section 6.02.

        "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

        "Borrowing Base" means, at the particular time in question, either the amount provided for in Section 2.14 or the amount determined by Administrative Agent and Required Lenders (or all Lenders in the case of an increase in the Borrowing Base) in accordance with the provisions of Section 2.15 (a) or (c); provided, however, that in no event shall the Borrowing Base ever exceed the Aggregate Commitments.

        "Borrowing Base Deficiency" has the meaning specified in Section 2.05(d).

        "Borrowing Base Period" has the meaning specified in Section 2.15(a).

        "Borrowing Base Usage" means on any date the percentage, at the close of business on such day, equivalent to the (i) Facility Usage divided by (ii) the Borrowing Base.

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        "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Administrative Agent's Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

        "Cash Collateralize" has the meaning specified in Section 2.03(g).

        "Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

        "Change of Control" means an event or series of events by which:

        (a)   General Partner ceases to be the sole general partner of Borrower; or

        (b)   Any Person, other than David Murfin, J. Michael Vess or companies or trusts Controlled by or established for the benefit of either of such individuals or their respective heirs at law (such as companies or trusts established for estate planning purposes) shall directly or indirectly Control the General Partner; or

        (c)   Any individual other than David Murfin or J. Michael Vess shall be the chief executive officers or sole managers of the General Partner or shall be actively performing the duties customarily associated with such positions.

        "Closing Date" means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Collateral" means all property of any kind which is subject to a Lien in favor of Lenders (or in favor of Administrative Agent for the benefit of Lenders) or which, under the terms of any Security Document, is purported to be subject to such a Lien.

        "Commitment" means, as to each Lender, its obligation to (a) make Committed Loans to Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

        "Committed Borrowing" means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

        "Committed Loan" has the meaning specified in Section 2.01.

        "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

        "Compliance Certificate" means a certificate substantially in the form of Exhibit D.

        "Consolidated EBITDA" means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges

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for such period, (ii) the provision for Federal, state and local income taxes payable by the Borrower and its Subsidiaries for such period, and (iii) depreciation, depletion and amortization expense and other non-cash charges (including those resulting from the FASB 133, as amended, or FASB 143 or FASB 144.

        "Consolidated Interest Charges" means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.

        "Consolidated Net Income" means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary gains but including extraordinary losses) for that period.

        "Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

        "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

        "Credit Extension" means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

        "Debtor Relief Laws" means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

        "Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

        "Default Rate" means (a) when used with respect to Obligations other than L/C Fees an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to L/C Fees, a rate equal to the Applicable Rate plus 2% per annum.

        "Defaulting Lender" means any Lender that (a) has failed to fund any portion of the Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

        "Determination Date" has the meaning specified in Section 2.15(a).

        "Disclosure Schedule" means Schedule 3 hereto.

        "Disposition" or "Dispose" means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

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        "Dollar" and "$" mean lawful money of the United States.

        "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; and (c) any other Person (other than a natural person) approved by (i) Agent, the L/C Issuer and Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall not include Borrower or any of Borrower's Affiliates or Subsidiaries.

        "Engineering Report" means the Initial Engineering Report and each engineering report delivered pursuant to Section 6.02(f) or Section 6.02 (g).

        "Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

        "Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

        "Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

        "ERISA" means the Employee Retirement Income Security Act of 1974.

        "ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

        "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate.

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        "Eurodollar Base Rate" has the meaning specified in the definition of Eurodollar Rate.

        "Eurodollar Rate" means for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by Agent pursuant to the following formula:

Eurodollar Rate -
Eurodollar Base Rate 1.00 - Eurodollar Reserve Percentage

        Where,

        "Eurodollar Base Rate" means, for such Interest Period (rounded upwards, as necessary, to the nearest 1/100 of 1%) the rate per annum equal to the British Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the "Eurodollar Base Rate" for such Interest Period (rounded upwards, as necessary, to the nearest 1/100 of 1%) shall be the rate per annum determined by Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

        "Eurodollar Reserve Percentage" means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

        "Eurodollar Rate Loan" means a Committed Loan that bears interest at a rate based on the Eurodollar Rate.

        "Event of Default" has the meaning specified in Section 8.01.

        "Existing Credit Agreement" has the meaning given in Section 4.01(a)(x).

        "Excluded Taxes" means, with respect to Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located.

        "Facility Usage" means, at the time in question, the Outstanding Amount of Loans and L/C Obligations.

        "Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the

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Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by Agent.

        "FRB" means the Board of Governors of the Federal Reserve System of the United States.

        "GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

        "General Partner" means MV Energy, LLC, a Kansas limited liability company.

        "Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

        "Guarantee" means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term "Guarantee" as a verb has a corresponding meaning.

        "Guarantor" means each Subsidiary of the Borrower.

        "Guaranty" means the Guaranty made by the Guarantor in favor of Agent for the benefit of the Lenders, in form and substance satisfactory to Agent.

        "Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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        "Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

        (a)   all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

        (b)   all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments;

        (c)   net obligations of such Person under any Swap Contract;

        (d)   all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created);

        (e)   indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

        (f)    capital leases and Synthetic Lease Obligations;

        (g)   all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

        (h)   all Guarantees of such Person in respect of any of the foregoing.

        For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

        "Indemnified Taxes" means Taxes other than Excluded Taxes.

        "Indemnitees" has the meaning specified in Section 10.04(b).

        "Information" has the meaning specified in Section 10.07.

        "Initial Engineering Report" means the engineering report concerning oil and gas properties of Loan Parties dated March 26, 2005, prepared by Cawley Gillespie & Associates reflecting reserve values as of January 1, 2006.

        "Interest Charges" means, for any period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower with respect to such period under capital leases that is treated as interest in accordance with GAAP, all calculated on a consolidated basis.

        "Interest Coverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.

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        "Interest Payment Date" means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

        "Interest Period" means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months or, to the extent available to all Lenders, twelve months thereafter, as selected by Borrower in its Committed Loan Notice; provided that:

          (i)  any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

         (ii)  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

        (iii)  no Interest Period shall extend beyond the Maturity Date.

        "Investment" means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

        "IRS" means the United States Internal Revenue Service.

        "ISP" means, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

        "Issuer Documents" means with respect to any Letter of Credit, the L/C Application, and any other document, agreement and instrument entered into by the L/C Issuer and Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit.

        "Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

        "L/C Advance" means, with respect to each Lender, such Lender's funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

        "L/C Application" means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

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        "L/C Borrowing" means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

        "L/C Credit Extension" means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

        "L/C Expiration Date" means the day that is thirty days prior to the Maturity Date then in effect.

        "L/C Fee" has the meaning specified in Section 2.03(i).

        "L/C Issuer" means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

        "L/C Obligations" means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding" in the amount so remaining available to be drawn.

        "L/C Sublimit" means an amount equal to $15,000,000. The L/C Sublimit is part of, and not in addition to, the Aggregate Commitments.

        "Lender" has the meaning specified in the introductory paragraph hereto and, as the context requires, includes Swing Line Lender.

        "Lender Counterparty" means a Lender or an Affiliate of a Lender.

        "Lender Swap Obligations" means all obligations arising from time to time under Swap Contracts entered into from time to time between Borrower and a Lender Counterparty; provided that if such Lender Counterparty ceases to be a Lender hereunder or an Affiliate of a Lender hereunder, Lender Swap Obligations shall not include such obligations.

        "Lending Office" means, as to any Lender, the office or offices of such Lender described as such in such Lender's Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Agent.

        "Letter of Credit" means any standby letter of credit issued hereunder.

        "Lien" means, with respect to any property or assets, any right or interest therein of a creditor to secure Indebtedness owed to it or any other arrangement with such creditor which provides for the payment of such Indebtedness out of such property or assets or which allows such creditor to have such Indebtedness satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic's or materialman's lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise, but excluding any right of offset which arises without agreement in the ordinary course of business. "Lien" also means any filed financing statement, any registration of a pledge (such as with an issuer of uncertificated securities), or any other arrangement or action which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists.

        "Loan" means an extension of credit by a Lender to Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

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        "Loan Documents" means this Agreement, each Note, each Issuer Document, the Agent Fee Letter and each Security Document.

        "Loan Parties" means, collectively, Borrower and each Person (other than Agent, the L/C Issuer, Swing Line Lender, or any Lender) executing a Loan Document including, without limitation, each Guarantor.

        "Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

        "Maturity Date" means December 19, 2008.

        "Maximum Credit Amount" means $200,000,000.

        "Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

        "Net Cash Proceeds" means:

        (a)   with respect to the sale of any Oil and Gas Properties by the Borrower or any Subsidiary pursuant to Section 7.05(f) or (g), the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such sale (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the out-of-pocket expenses incurred by the Borrower or any Subsidiary in connection with such sale and (B) income taxes reasonably estimated to be actually payable within two years of the date of the relevant asset sale as a result of any gain recognized in connection therewith;

        (b)   with respect to casualty, condemnation or payment in respect of indemnification, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such casualty, condemnation or payment in respect of indemnification (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the out-of-pocket expenses incurred by the Borrower or any Subsidiary in connection with recovery of such amounts and (B) the amount applied to repair or replacement or the payment to any Person (other than Borrower or any Subsidiary) in respect of such casualty, condemnation or indemnification;

        (c)   with respect to the sale of any capital stock or other equity interest by the Borrower, the excess of (i) the sum of the cash and cash equivalents received in connection with such sale over (ii) the underwriting discounts and commissions, and other out-of-pocket expenses, incurred by the Borrower in connection with such sale; and

        (d)   with respect to the incurrence of any Indebtedness for borrowed money (but without this provision being construed to permit the incurrence of Indebtedness not otherwise permitted by Section 7.03) by the Borrower or any Subsidiary, the excess of (i) the sum of the cash and cash equivalents received in connection with such incurrence over (ii) the arrangement, upfront or underwriting fees, and other out-of-pocket expenses, incurred by the Borrower or such Subsidiary in connection with such incurrence;

provided that Borrower may elect from time to time to treat an amounts received under clauses (a) and (b) above as not constituting Net Cash Proceeds up to an aggregate amount not to exceed $50,000 at any one time.

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        "Note" means a promissory note made by Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C.

        "Obligations" means the Lender Swap Obligations and all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

        "Oil and Gas Properties" means all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including, without limitation, mineral fee interests, lease interests, farmout interests, overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), and all oil and gas gathering, treating, storage, processing and handling assets.

        "Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

        "Other Taxes" means all present or future stamp, intangible or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

        "Outstanding Amount" means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by Borrower of Unreimbursed Amounts.

        "Participant" has the meaning specified in Section 10.06(d).

        "Partnership Agreement" means that certain Amended and Restated Agreement of Limited Partnership of MV Partners, L.P. dated as of December 15, 1998.

        "PBGC" means the Pension Benefit Guaranty Corporation.

        "Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

        "Permits" means any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from any Governmental Authority.

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        "Permitted Liens" means:

        (a)   statutory Liens for taxes, assessments or other governmental charges or levies which are not yet delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;

        (b)   landlords', operators', carriers', warehousemen's, repairmen's, mechanics', materialmen's, or other like Liens which do not secure Indebtedness, in each case only to the extent arising in the ordinary course of business and only to the extent securing obligations which are not delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP;

        (c)   minor defects and irregularities in title to any property, so long as such defects and irregularities neither secure Indebtedness nor materially impair the value of such property or the use of such property for the purposes for which such property is held;

        (d)   deposits of cash or securities to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature (excluding appeal bonds) incurred in the ordinary course of business;

        (e)   Liens under the Security Documents; and

        (f)    with respect only to property subject to any particular Security Document, Liens burdening such property which are expressly allowed by such Security Document.

        "Permitted Tax Distributions" means, for any Fiscal Year, the product of (a) the lesser of (i) the highest combined federal and state income tax marginal rate applicable to individual residents of Kansas or (ii) forty percent (40%) (twenty percent (20%) in the case of and with respect to net long term capital gains of the Borrower), and (b) Borrower's taxable income (or taxable gain) under the Code.

        "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

        "Plan" means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) established by Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

        "Platform" has the meaning specified in Section 6.02.

        "Projected Oil and Gas Production" means the projected production of oil or gas (measured by volume unit or BTU equivalent, not sales price) for the term of any Swap Contract or for a particular month, as applicable, from properties and interests owned by any Loan Party which are located in or offshore of the United States and which have attributable to them Proved Developed Producing Reserves, as such production is projected in the most recent report delivered pursuant to Section 6.02(f) or (g) , after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental reports meeting the requirements of such Section 6.2(d) or (e) and otherwise are satisfactory to Administrative Agent.

        "Proved Developed Producing Reserves" means Proved Reserves as defined in Definitions for Oil and Gas Reserves (in this paragraph, the "Definitions") promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question, which are categorized as both "Developed" and "Producing" in the Definitions.

        "Register" has the meaning specified in Section 10.06(c).

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        "Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates.

        "Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

        "Request for Credit Extension" means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a L/C Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

        "Required Lenders" means, as of any date of determination, Lenders having more than 65% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 65% of the Total Outstandings (with the aggregate amount of each Lender's risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed "held" by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

        "Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

        "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest or on account of any return of capital to Borrower's stockholders, partners or members (or the equivalent Person thereof).

        "Scheduled Determinations" of the Borrowing Base means a determination of the Borrowing Base made pursuant to Section 2.15(a).

Security Documents" means the instruments listed in the Security Schedule and all other security agreements, deeds of trust, mortgages, chattel mortgages, pledges, guaranties, financing statements, continuation statements, extension agreements and other agreements or instruments now, heretofore, or hereafter delivered by any Loan Party to Administrative Agent in connection with this Agreement or any transaction contemplated hereby to secure or guarantee the payment of any part of the Obligations or the performance of any Loan Party's other duties and obligations under the Loan Documents.

        "Security Schedule" means Schedule 2 hereto.

        "Special Determinations" of the Borrowing Base has the meaning specified in Section 2.15(c).

        "Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of Borrower.

        "Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity

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contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

        "Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

        "Swing Line" means the revolving credit facility made available by Swing Line Lender pursuant to Section 2.04.

        "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to Section 2.04.

        "Swing Line Lender" means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

        "Swing Line Loan" has the meaning specified in Section 2.04(a).

        "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

        "Swing Line Sublimit" means an amount equal to the lesser of (a) $500,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of (although uncommitted), and not in addition to, the Aggregate Commitments.

        "Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

        "Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

        "Threshold Amount" means $100,000.

        "Total Outstandings" means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

        "Type" means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

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        "Unfunded Pension Liability" means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

        "United States" and "U.S." mean the United States of America.

        "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

        "Unused Borrowing Base" means, at any time of determination, the Borrowing Base minus the Facility Usage.

1.02    Other Interpretive Provisions.    With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

        (a)   The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof" and "hereunder," and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

        (b)   In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including."

        (c)   Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03    Accounting Terms.

        (a)    Generally.    All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

        (b)    Changes in GAAP.    If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or the Required Lenders shall so request, Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to

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the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04    Rounding.    Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05    Times of Day.    Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06    Letter of Credit Amounts.    Unless otherwise specified herein the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

2.01    Committed Loans.    Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a "Committed Loan") to Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Applicable Percentage of the Borrowing Base; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Borrowing Base, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment. Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02    Borrowings, Conversions and Continuations of Committed Loans.

        (a)   Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon Borrower's irrevocable notice to Agent, which may be given by telephone. Each such notice must be received by Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period", the applicable notice must be received by Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon Agent shall give prompt notice to Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all

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Lenders. Each telephonic notice by Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

        (b)   Following receipt of a Committed Loan Notice, Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to Agent in immediately available funds at Administrative Agent's Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), Agent shall make all funds so received available to Borrower in like funds as received by Agent either by (i) crediting the account of Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Agent by Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first, shall be applied, to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above.

        (c)   Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Committed Loans and Borrower agrees to pay all amounts due under Section 3.05 in accordance with the terms thereof due to any such conversion.

        (d)   Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.

        (e)   After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to Committed Loans.

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2.03    Letters of Credit.

        (a)    The Letter of Credit Commitment.    

          (i)  Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Borrowing Base, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

         (ii)  The L/C Issuer shall not issue any Letter of Credit, if:

        (A)  subject to Section 2.03(b)(iv), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

        (B)  the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless all the Lenders have approved such expiry date.

        (iii)  The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

        (A)  any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

        (B)  the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;

        (C)  except as otherwise agreed by Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;

        (D)  such Letter of Credit is to be denominated in a currency other than Dollars;

        (E)  a default of any Lender's obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into

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satisfactory arrangements with Borrower or such Lender to eliminate the L/C Issuer's risk with respect to such Lender; or

        (F)  unless specifically provided for in this Agreement, such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

        (iv)  The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

         (v)  The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

        (vi)  The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent" or "Agent" as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

        (b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.    

          (i)  Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to the L/C Issuer (with a copy to Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer of Borrower. Such L/C Application must be received by the L/C Issuer and Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, Borrower shall furnish to the L/C Issuer and Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or Agent may require.

         (ii)  Promptly after receipt of any L/C Application at the address set forth in Section 10.02 for receiving L/C Applications and related correspondence, the L/C Issuer will confirm with Agent (by telephone or in writing) that Agent has received a copy of such L/C Application from Borrower and, if not, the L/C Issuer will provide Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer's usual and customary business practices. Immediately upon the

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issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Applicable Percentage times the amount of such Letter of Credit.

        (iii)  Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower and Agent a true and complete copy of such Letter of Credit or amendment.

        (iv)  If Borrower so requests in any applicable L/C Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an "Auto-Extension Letter of Credit"); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Non-Extension Notice Date") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Agent that the Required Lenders have elected not to permit such extension or (2) from Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

         (v)  If Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an "Auto-Reinstatement Letter of Credit"). Unless otherwise directed by the L/C Issuer, Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the "Non-Reinstatement Deadline"), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Reinstatement Deadline (A) from Agent that the Required Lenders have elected not to permit such reinstatement or (B) from Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.

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        (c)    Drawings and Reimbursements; Funding of Participations.    

          (i)  Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify Borrower and Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an "Honor Date"), Borrower shall reimburse the L/C Issuer through Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse the L/C Issuer by such time, Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount of such Lender's Applicable Percentage thereof. In such event, Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

         (ii)  Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to Agent for the account of the L/C Issuer at the Administrative Agent's Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to Borrower in such amount. Agent shall remit the funds so received to the L/C Issuer.

        (iii)  With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender's payment to Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

        (iv)  Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender's Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

         (v)  Each Lender's obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

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        (vi)  If any Lender fails to make available to Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the LC/ Issuer in connection with the foregoing. A certificate of the L/C Issuer submitted to any Lender (through Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

        (d)    Repayment of Participations.    

          (i)  At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender's L/C Advance in respect of such payment in accordance with Section 2.03(c), if Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Agent), Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's L/C Advance was outstanding) in the same funds as those received by Agent.

         (ii)  If any payment received by Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

        (e)    Obligations Absolute.    The obligation of Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

          (i)  any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

         (ii)  the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

        (iii)  any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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        (iv)  any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

         (v)  any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary.

        Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower's instructions or other irregularity, Borrower will immediately notify the L/C Issuer. Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

        (f)    Role of L/C Issuer.    Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by the L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

        (g)    Cash Collateral.    Upon the request of Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.    Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes hereof, "Cash Collateralize" means to pledge and deposit with or deliver to Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C

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Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to Agent and the L/C Issuer (which documents are hereby consented to by Lenders). Derivatives of such term have corresponding meanings. Borrower hereby grants to Agent, for the benefit of the L/C Issuer and Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.

        (h)    Applicability of ISP and UCP.    Unless otherwise expressly agreed by the L/C Issuer and Borrower when a Letter of Credit is issued (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the "ICC") at the time of issuance shall apply to each commercial Letter of Credit.

        (i)    L/C Fees.    Borrower shall pay to Agent for the account of each Lender in accordance with its Applicable Percentage a L/C fee (the "L/C Fee") for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. L/C Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all L/C Fees shall accrue at the Default Rate.

        (j)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.    Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Agent Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December, in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such individual customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

        (k)    Conflict with Issuer Documents.    In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control.

2.04    Swing Line Loans.

        (a)    The Swing Line.    Subject to the terms and conditions set forth herein, Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to consider in its sole and absolute discretion making loans (each such loan, a "Swing Line Loan") to Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the

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amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment. The Swing Line is a discretionary, uncommitted facility and Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to Borrower which notice may be given by Swing Line Lender before or after Borrower requests a Swing Line Loan hereunder. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan.

        (b)    Borrowing Procedures.    Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon Borrower's irrevocable notice to Swing Line Lender and Agent, which may be given by telephone. Each such notice must be received by Swing Line Lender and Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Promptly after receipt by Swing Line Lender of any telephonic Swing Line Loan Notice, Swing Line Lender will confirm with Agent (by telephone or in writing) that Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan Notice.

        (c)    Refinancing of Swing Line Loans.    

          (i)  Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of Borrower (which hereby irrevocably authorizes Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender's Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. Swing Line Lender shall furnish Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to Agent in immediately available funds for the account of Swing Line Lender at the Administrative Agent's Office not later than 1:00 p.m. on the day specified in such Committed

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Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to Borrower in such amount. Agent shall remit the funds so received to Swing Line Lender.

         (ii)  If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by Swing Line Lender as set forth herein shall be deemed to be a request by Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender's payment to Agent for the account of Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

        (iii)  If any Lender fails to make available to Agent for the account of Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), Swing Line Lender shall be entitled to recover from such Lender (acting through Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by swing Line Lender in connection with the foregoing. A certificate of Swing Line Lender submitted to any Lender (through Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

        (iv)  Each Lender's obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay Swing Line Loans, together with interest as provided herein.

        (d)    Repayment of Participations.    

          (i)  At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if Swing Line Lender receives any payment on account of such Swing Line Loan, Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's risk participation was funded) in the same funds as those received by Swing Line Lender.

         (ii)  If any payment received by Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by Swing Line Lender in its discretion), each Lender shall pay to Swing Line Lender its Applicable Percentage thereof on demand of Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. Agent will make such demand upon the request of Swing Line Lender. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

        (e)    Interest for Account of Swing Line Lender.    Swing Line Lender shall be responsible for invoicing Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate

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Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender's Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of Swing Line Lender.

        (f)    Payments Directly to Swing Line Lender.    Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to Swing Line Lender.

2.05    Prepayments.

        (a)   Borrower may, upon notice to Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages.

        (b)   Borrower may, upon notice to Swing Line Lender (with a copy to Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

        (c)   If at any time (except as set forth in 2.05(c), the Facility Usage exceeds the Borrowing Base (such excess being herein called a "Borrowing Base Deficiency"), Borrower shall, within ten days after Administrative Agent gives notice of such fact to Borrower, either:

          (i)  give notice to Administrative Agent electing to prepay the principal of the Loans (and after all Loans are repaid in full, Cash Collateralize the L/C Obligations in accordance with Section 2.03(g)) within 30 days of such notice by Borrower in an aggregate amount at least equal to such Borrowing Base Deficiency, or

         (ii)  give notice to Administrative Agent that Borrower desires to provide Administrative Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to Required Lenders, to the extent needed to allow Required Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates such Borrowing Base Deficiency, and then provide such security documents within thirty days after such notice by Borrower. If, prior to any such specification by Administrative Agent, Required Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five Business Days after receiving notice of such determination from

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Administrative Agent, Borrower will elect to make, and thereafter make, the prepayments specified in either of the preceding subsections (i) of this subsection (d).

        (d)   The Borrowing Base shall be reduced by the amount of any Net Cash Proceeds received after the Closing Date.

2.06    Reduction of Commitments or Reduction of Commitments Termination.    Borrower may, upon notice to Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. If following any such reduction or termination, the Borrowing Base exceeds the Aggregate Commitments, the Borrowing Base shall be reduced to the amount of the Aggregate Commitments automatically without further action by any Person. Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.07    Repayment of Loans.

        (a)   Borrower shall repay to Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.

        (b)   Borrower shall repay to Swing Line Lender each Swing Line Loan on the Maturity Date.

2.08    Interest.

        (a)   Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

        (b)   (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

         (ii)  If any amount (other than principal of any Loan) payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

        (iii)  Upon the request of the Required Lenders, while any Event of Default exists, Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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        (iv)  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

        (c)   Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09    Fees.    In addition to certain fees described in subsections (i) and (j) of Section 2.03:

        (a)    Unused Fee.    Borrower shall pay to Agent for the account of each Lender in accordance with its Applicable Percentage, an unused fee equal to the Applicable Rate times the Unused Borrowing Base. The unused fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of computing such unused fee, Swing Line Loans shall not be counted towards or considered Facility Usage.

        (b)    Agent's Fees.    Borrower shall pay to Agent for Agent's own account, fees in the amounts and at the times specified in the letter agreement, dated August 4, 2005 (the "Agent Fee Letter"), between Borrower and Agent. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.

        (c)    Lenders' Upfront Fee.    On the Closing Date, Borrower shall pay to Agent, for the account of each Lender in accordance with their respective Applicable Percentages, an upfront fee in an amount specified in a separate fee letter between Borrower and Administrative Agent. Such upfront fees are for the credit facilities committed by Lenders under this Agreement and are fully earned on the date paid. The upfront fee paid to each Lender is solely for its own account and is nonrefundable for any reason whatsoever.

2.10    Computation of Interest and Fees.    All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America's "prime rate" shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11    Evidence of Debt.

        (a)   The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Agent in the ordinary course of business. The accounts or records maintained by Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Agent in respect of such matters, the accounts and records of Agent shall control in the absence of

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manifest error. Upon the request of any Lender made through Agent, Borrower shall execute and deliver to such Lender (through Agent) a Note, which shall evidence such Lender's Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

        (b)   In addition to the accounts and records referred to in subsection (a), each Lender and Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Agent shall control in the absence of manifest error.

2.12    Payments Generally; Agent's Clawback.

        (a)    General.    All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Agent will promptly distribute to each Lender its Applicable Percentage(or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

        (i)    Funding by Lenders; Presumption by Agent.    Unless Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to Agent such Lender's share of such Committed Borrowing, Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to Agent, then the applicable Lender and Borrower severally agree to pay to Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the foregoing and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Agent for the same or an overlapping period, Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to Agent, then the amount so paid shall constitute such Lender's Committed Loan included in such Committed Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Agent.

        (ii)    Payments by Borrower; Presumptions by Agent.    Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the Lenders or the L/C Issuer hereunder that Borrower will not make such payment, Agent may

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assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of Lenders or the L/C Issuer, as the case may be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice of Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

        (b)    Failure to Satisfy Conditions Precedent.    If any Lender makes available to Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to Borrower by Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

        (c)    Obligations of Lenders Several.    The obligations of Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments under Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, purchase its participation or to make its payment under Section 10.04(c):

        (d)    Funding Source.    Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13    Sharing of Payments.    If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender's receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

          (i)  if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

         (ii)  the provisions of this Section shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

        Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

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2.14    Initial Borrowing Base.    The Borrowing Base shall be (i)  $95,000,000 during the period from the date hereof to and including June 30, 2006, (ii) $90,000,000 during the period from July 1, 2006 to and including December 31, 2006, and (ii) $85,000,000 during the period from December 31, 2006 until the first Determination Date after such date under Section 2.15(a), in each case unless the Borrowing Base is otherwise subject to a regular Determination under Section 2.15(a) or a Special Determination under Section 2.15(c) .

2.15    Subsequent Determinations of Borrowing Base.

        (a)   By April 1 and October 1 of each year, beginning April 1, 2006, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then requested concerning Loan Parties' businesses and properties (including their oil and gas properties and interests and the reserves and production relating thereto), together with, as applicable, the Engineering Report as of January 1 described in Section 6.02(d) or as of July 1 described in Section 6.02(e). Within thirty calendar days after receiving such information, reports and data, or as promptly thereafter as practicable, Administrative Agent shall determine the amount of a proposed Borrowing Base. Administrative Agent shall then deliver to each Lender such proposed Borrowing Base. Within fifteen calendar days after the Lender's receipt of thereof, or as promptly thereafter as practicable, all Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree upon any increase in the Borrowing Base), which need not be equal to such proposed Borrowing Base. The Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the discounted net present value of the various oil and gas properties included in the Collateral of Loan Parties at the time in question and based upon such other credit factors (including without limitation the assets, liabilities, cash flow, hedged and unhedged exposure to price, foreign exchange rate, and interest rate changes, business, properties, prospects, management and ownership of Loan Parties and their Affiliates) as they in their discretion deem significant. If all Lenders have not approved the Borrowing Base within the fifteen calendar day period after their receipt of such proposed Borrowing Base, Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base then acceptable to all Lenders and such amount shall then become the Borrowing Base. Administrative Agent shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "Determination Date") and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined (each a "Borrowing Base Period"). IT IS EXPRESSLY UNDERSTOOD THAT LENDERS AND ADMINISTRATIVE AGENT HAVE NO OBLIGATION TO AGREE UPON OR DESIGNATE THE BORROWING BASE AT ANY PARTICULAR AMOUNT, WHETHER IN RELATION TO THE MAXIMUM LOAN AMOUNT OR OTHERWISE, AND THAT LENDERS' COMMITMENTS TO ADVANCE FUNDS HEREUNDER IS DETERMINED BY REFERENCE TO THE BORROWING BASE FROM TIME TO TIME IN EFFECT, WHICH BORROWING BASE SHALL BE USED FOR CALCULATING COMMITMENT FEES UNDER SECTION 2.5 AND, TO THE EXTENT PERMITTED BY LAW AND REGULATORY AUTHORITIES, FOR THE PURPOSES OF CAPITAL ADEQUACY DETERMINATION AND REIMBURSEMENTS UNDER SECTION 3.2.

        (b)   If Borrower does not furnish all such information, reports and data by the date specified in the first sentence of subsection (a) of this section, Administrative Agent may nonetheless designate the Borrowing Base at any amount that all Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and data, whereupon all Lenders shall designate a new Borrowing Base as described above.

        (c)   In addition to the redeterminations of the Borrowing Base pursuant to subsections (a) and (b) of this section, Borrower and Administrative Agent (or Administrative Agent at the request of Required Lenders) may each request additional determinations ("Special Determinations") of the Borrowing Base from time to time; provided, that Borrower may request no more than two (2) Special

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Determinations in any calendar year and Administrative Agent (or Administrative Agent at the Request of Required Lenders) may request no more than two (2) Special Determinations in the calendar year ending December 31, 2006 and no more than one (1) Special Determinations in any calendar year thereafter. In the event Administrative Agent (or Administrative Agent at the request of Required Lenders) requests such a Special Determination, Administrative Agent shall promptly deliver notice of such request to Borrower and Borrower shall, within twenty (20) calendar days following the date of such request, deliver to Lenders an Engineering Report prepared by petroleum engineers who are employees of Borrower as of the last day of the calendar month preceding the date of such request and such other information which Administrative Agent shall have requested. In the event Borrower requests a Special Determination, Borrower shall deliver written notice of such request to Lenders which shall include (i) an Engineering Report prepared as of a date not more than thirty (30) days prior to the date of such request (or, in the case of a request made on the 31^st day of any calendar month, thirty-one (31) days), (ii) the amount of the Borrowing Base requested by Borrower and to become effective on the Determination Date applicable to such Special Determination and (iii) such other information which Administrative Agent shall have requested. Upon receipt of such Engineering Report and other information, Administrative Agent shall, subject to approval of all Lenders, redetermine the Borrowing Base in accordance with the procedure set forth in subsection (a) of this section, which Borrowing Base shall become effective on the Determination Date (or as soon thereafter as Administrative Agent and all Lenders approve such Borrowing Base and provide notice thereof to Borrower).

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01    Taxes.

        (a)    Payments Free of Taxes.    Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

        (b)    Payment of Other Taxes by Borrower.    Without limiting the provisions of subsection (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

        (c)    Indemnification by Borrower.    Borrower shall indemnify Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender or the L/C Issuer (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

        (d)    Evidence of Payments.    As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver to Agent the original or

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a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

        (e)    Status of Lenders.    Any Lender, if requested by Borrower or Agent, shall deliver such documentation prescribed by applicable law or reasonably requested by Borrower or Agent as will enable the Borrower or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

        (f)    Treatment of Certain Refunds.    If Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrower, upon the request of Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Agent, such Lender or the L/C Issuer in the event Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

3.02    Illegality.    If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower through Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from such Lender (with a copy to Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due under Section 3.05 in accordance with the terms thereof due to such prepayment or conversion.

3.03    Inability to Determine Rates.    If Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Eurodollar Rate Loans shall be suspended until Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

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3.04    Increased Costs.

        (a)    Increased Costs Generally.    If any Change in Law shall:

          (i)  impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer;

         (ii)  subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

        (iii)  impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

        (b)    Capital Requirements.    If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender's or the L/C Issuer's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the L/C Issuer's capital or on the capital of such Lender's or the L/C Issuer's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding company for any such reduction suffered.

        (c)    Certificates for Reimbursement.    A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.

        (d)    Delay in Requests.    Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender's or the L/C Issuer's right to demand such compensation, provided that Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that

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such Lender or the L/C Issuer, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the L/C Issuer's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05    Compensation for Losses.    Upon demand of any Lender (with a copy to Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

        (a)   any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

        (b)   any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by Borrower to Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06    Mitigation Obligations.    If any Lender requests compensation under Section 3.04, or Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.07    Survival.    All of Borrower's obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01    Conditions of Initial Credit Extension.    The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

        (a)   Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental

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officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Lenders:

          (i)  executed counterparts of this Agreement, the Assignment, Assumption and Mortgage Amendment and each other Security Document listed in the Security Schedule, sufficient in number for distribution to Agent, each Lender and Borrower;

         (ii)  a Note executed by Borrower in favor of each Lender requesting a Note;

        (iii)  such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

        (iv)  such documents and certifications as Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

         (v)  favorable opinions of counsel to the Loan Parties from counsel licensed to practice law in the State of Kansas addressed to Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents set forth in Exhibit F, in form and substance satisfactory to Agent;

        (vi)  a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

       (vii)  a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

      (viii)  evidence that all insurance required to be maintained pursuant to this Agreement has been obtained and is in effect;

        (ix)  a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of Borrower;

         (x)  evidence that the outstanding principal balance of loans under the Credit Agreement dated September 30, 2005 among Borrower, VAP-I, LLC and General Electric Capital Corporation, as administrative agent and lender (the "Existing Credit Agreement"), has been repaid to not more than $90,000,000;

        (xi)  title opinions in form, substance and authorship satisfactory to Administrative Agent, with respect to Borrower's oil and gas reserves representing a percentage of the present discounted value of the Loan Parties proved oil and gas reserves satisfactory to each Lender; and

       (xii)  such other assurances, certificates, documents, consents or opinions as Agent, the L/C Issuer, Swing Line Lender or the Required Lenders reasonably may require.

        (b)   Any fees required to be paid on or before the Closing Date shall have been paid.

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        (c)   Unless waived by Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent).

        (d)   The Closing Date shall have occurred on or before December 31, 2005.

        (e)   On a pro forma basis, after giving effect to the initial Loans, the payment of all loans and other liabilities in connection with the Existing Credit Agreement, the payment of fees, closing costs and expenses in connection with this Agreement the shall be in compliance with Sections 7.12(a) and (c).

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02    Conditions to all Credit Extensions.    The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

        (a)   The representations and warranties of Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

        (b)   No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

        (c)   Agent and, if applicable, the L/C Issuer or Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

        (d)   Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require.

        Each Request for Credit Extension submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

        Borrower represents and warrants to Agent and the Lenders that:

5.01    Existence, Qualification and Power; Compliance with Laws.    Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the

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Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02    Authorization; No Contravention.    The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law. Each Loan Party and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.03    Governmental Authorization; Other Consents.    No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

5.04    Binding Effect.    This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

5.05    Financial Statements; No Material Adverse Effect.

        (a)   The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

        (b)   The unaudited consolidated balance sheet of Borrower and its Subsidiaries dated September 30, 2005, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

        (c)   Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.06    Litigation.    There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby (including

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any which challenge or otherwise pertain to any Loan Party's title to any Collateral), or (b) except as specifically disclosed in the Disclosure Schedule, either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described in the Disclosure Schedule.

5.07    No Default.    Neither Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08    Ownership of Property; Liens.    Each of Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

5.09    Environmental Compliance.    Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Borrower has reasonably concluded that, except as specifically disclosed in the Disclosure Schedule, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10    Insurance.    The properties of Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies, not Affiliates of Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Borrower or the applicable Subsidiary operates.

5.11    Taxes.    Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

5.12    ERISA Compliance.

        (a)   Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

        (b)   There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

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        (c)   (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

5.13    Subsidiaries.    As of the Closing Date, Borrower has no Subsidiaries other than those specifically disclosed in the Disclosure Schedule, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified in the Disclosure Schedule free and clear of all Liens. Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in the Disclosure Schedule. All of the outstanding Equity Interests in Borrower have been validly issued and are fully paid and nonassessable.

5.14    Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

        (a)   Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

        (b)   None of Borrower, any Person Controlling Borrower, or any Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935 that is not exempt from regulation thereunder, or (ii) is or is required to be registered as an "investment company" under the Investment Company Act of 1940.

5.15    Disclosure.    Borrower has disclosed to Agent and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information, taken as a whole, furnished (whether in writing or orally) by or on behalf of any Loan Party to Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.16    Compliance with Laws.    Each of Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17    Leases; Contracts; Licenses, Etc.    The leases, contracts, servitudes and other agreements forming a part of the Oil and Gas Properties of the Loan Parties covered by the Initial Engineering Report and each subsequent Engineering Report are in full force and effect. No Loan Party is in default with respect to its obligations (and no Loan Party is aware of any default by any third party

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with respect to such third party's obligations) under any such leases, contracts, servitudes and other agreements, or under any Permitted Liens, or otherwise attendant to the ownership or operation of any part of the Oil and Gas Properties, where such default could adversely affect the ownership or operation of any Oil and Gas Properties. No Loan Party is currently accounting for any royalties, or overriding royalties or other payments out of production, on a basis (other than delivery in kind) less favorable to such Loan Party than proceeds received by such Loan Party (calculated at the well) from sale of production, and no Loan Party has any liability (or alleged liability) to account for the same on any such less favorable basis. Each Loan Party has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Loan Party and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of all impediments to the use of such properties and assets in such Loan Party's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each Loan Party owns the net interests in production attributable to the wells and units evaluated in the Initial Engineering Report. The ownership of such Properties does not in the aggregate in any material respect obligate such Loan Party to bear the costs and expenses relating to the maintenance, development and operations of such Properties in an amount materially in excess of the working interest of such Properties set forth in the Initial Engineering Reports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.02(f) and (g), the statements made in the preceding sentences of this section shall be true with respect to such Engineering Report. Each Loan Party possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Loan Party is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property.

5.18    Sale of Production.    Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Loan Party other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm's length transactions made on the best terms available with third parties not affiliated with Loan Parties. Each Loan Party is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Loan Party is having deliveries of production from such Oil and Gas Property curtailed substantially below such property's delivery capacity. Except as set forth in the Disclosure Schedule, no Loan Party, nor any Loan Party's predecessors in title, has received prepayments (including payments for gas not taken pursuant to "take or pay" or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of

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which production from any Oil and Gas Property may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in the Disclosure Schedule, there is no Oil and Gas Property with respect to which any Loan Party, or any Loan Party's predecessors in title, has, prior to the date hereof, taken more ("overproduced"), or less ("underproduced"), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property would entitle it to take; and the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Loan Party is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the effective date of such information. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Loan Party's knowledge, no facts exist which might cause the same to be imposed.

5.19    Operation of Oil and Gas Properties.    The Oil and Gas Properties (and all properties unitized therewith) are being (and, to the extent the same could adversely affect the ownership or operation of the Oil and Gas Properties after the date hereof, have in the past been) maintained, operated and developed in a good and workmanlike manner, in accordance with prudent industry standards and in conformity in all material respects with all applicable Laws and in conformity in all material respect with all oil, gas or other mineral leases and other contracts and agreements forming a part of the Oil and Gas Property and in conformity with the Permitted Liens. No Oil and Gas Property is subject to having allowable production after the date hereof reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the date hereof and (ii) none of the wells located on the Oil and Gas Properties (or properties unitized therewith) are or will be deviated from the vertical more than the maximum permitted by applicable laws, regulations, rules and orders, and such wells are bottomed under and producing from, with the well bores wholly within, the Oil and Gas Properties (or, in the case of wells located on properties unitized therewith, such unitized properties). There are no dry holes, or otherwise inactive wells currently required to be plugged and abandoned by the Kansas Corporation Commission, located on the Oil and Gas Properties or on lands pooled or unitized therewith, except for wells that have been properly plugged and abandoned. Each Loan Party has all material governmental licenses and permits necessary or appropriate to own and operate its Oil and Gas Property, and no Loan Party has received notice of any material violations in respect of any such licenses or permits.

5.20    Ad Valorem and Severance Taxes; Litigation.

        (a)   Each Loan Party has paid and discharged all ad valorem taxes assessed against its Oil and Gas Property or any part thereof and all production, severance and other taxes assessed against, or measured by, the production or the value, or proceeds, of the production therefrom, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There are no suits, actions, claims, investigations, inquiries, proceedings or demands pending (or, to any Loan Party's knowledge, threatened) which might affect the Oil and Gas Property, including any which challenge or otherwise pertain to any Loan Party's title to any Oil and Gas Property or rights to produce and sell oil and gas therefrom.

5.21    Intellectual Property; Licenses, Etc.    Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their

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respective businesses, without conflict with the rights of any other Person. To the best knowledge of Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

ARTICLE VI. AFFIRMATIVE COVENANTS

        So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

6.01    Financial Statements.    Deliver to Agent a sufficient number of copies for delivery by Agent to each Lender, in form and detail satisfactory to Agent and the Required Lenders:

        (a)   as soon as available, but in any event within 90 days after the end of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by reports and opinions of an independent certified public accountant firm of nationally recognized standing reasonably acceptable to the Required Lenders, which reports and opinions shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit; and

        (b)   as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal quarter and for the portion of Borrower's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of Borrower as fairly presenting the financial condition, results of operations, shareholders' equity and cash flows of such Persons in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

6.02    Certificates; Other Information.    Deliver to Agent a sufficient number of copies for delivery by Agent to each Lender, in form and detail satisfactory to Agent and the Required Lenders:

        (a)   concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event;

        (b)   concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Borrower;

        (c)   promptly after any request by Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any Subsidiary, or any audit of any of them;

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        (d)   by April 1 of each year, commencing April 1, 2006, an Engineering Report prepared by Cawley Gillespie & Associates, or other independent petroleum engineers chosen by Borrower and acceptable to Required Lenders, concerning all Oil and Gas Properties owned by any Loan Party which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves prepared as of the preceding January 1. This report shall be satisfactory to Administrative Agent, shall take into account any "over-produced" status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral;

        (e)   by October 1 of each year, commencing October 1, 2006, and promptly following notice of a Special Determination under Section 2.15(c), an Engineering Report prepared as of the preceding July1 (or the last day of the preceding calendar month in the case of a Special Determination) by petroleum engineers who are employees of Borrower (or by the independent engineers named above), together with an accompanying report on property sales, property purchases and changes in categories, both in the same form and scope as the reports in (d) above;

        (f)    as soon as available, and in any event within forty-five (45) days after the end of each calendar quarter, a report describing by lease or unit the gross volume of production and sales attributable to production during such month from the properties described in the most recent Engineering Report and describing the related severance taxes, other taxes, and leasehold operating expenses attributable thereto and incurred during such month;

        (g)   concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a report describing the Swap Contracts of the Loan Parties, in form acceptable to Administrative Agent; and

        (h)   promptly, such additional information regarding the business, financial or corporate affairs of Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as Agent or any Lender may from time to time reasonably request.

Borrower hereby acknowledges that (a) Agent will make available to Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower hereunder (collectively, "Borrower Materials") by posting Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a "Public Lender"). Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," Borrower shall be deemed to have authorized Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Investor;" and (z) Agent shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Investor.

6.03    Notices.    Promptly notify Agent and each Lender:

        (a)   of the occurrence of any Default;

        (b)   of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual

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Obligation of Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;

        (c)   of the occurrence of any ERISA Event;

        (d)   of the receipt of Net Cash Proceeds; and

        (e)   of any material change in accounting policies or financial reporting practices by Borrower or any Subsidiary.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04    Payment of Obligations.    Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05    Preservation of Existence, Etc.

        (a)   Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05;

        (b)   take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

        (c)   preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06    Maintenance of Properties.

        (a)   Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted;

        (b)   make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and

        (c)   use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07    Maintenance of Insurance.

        (a)   Borrower shall at all times maintain (at its own expense) with financially sound and reputable insurance companies, not Affiliates of Borrower, insurance required by Section 6.8 of the Partnership Agreement as in effect on the Closing Date. All insurance policies covering Collateral shall be endorsed (a) to provide for payment of losses to Administrative Agent as its interests may appear, (b) to provide that such policies may not be canceled or reduced or affected in any material manner

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for any reason without thirty (30) days prior notice to Administrative Agent, (c) to provide for any other matters specified in any applicable Security Document or which Administrative Agent may reasonably require, and (d) to provide for insurance against fire, casualty and any other hazards normally insured against, in the amount of the full value (less a reasonable deductible not to exceed amounts customary in the industry for similarly situated businesses and properties) of the property insured.

        (b)   Each policy for liability insurance shall provide for all losses to be paid on behalf of Administrative Agent (for the benefit of Lenders) and Loan Parties as their respective interests may appear, and each policy insuring loss or damage to Collateral shall provide for all losses to be paid directly to Administrative Agent. Each such policy shall in addition (A) name the appropriate Loan Party and Administrative Agent and Lenders as insured parties thereunder (without any representation or warranty by or obligation upon Administrative Agent or Lenders) as their interests may appear, (B) contain the agreement by the insurer that any loss thereunder shall be payable to Administrative Agent notwithstanding any action, inaction or breach of representation or warranty by any Loan Party, (C) provide that there shall be no recourse against Administrative Agent or Lenders for payment of premiums or other amounts with respect thereto and (D) provide that at least thirty (30) days' prior written notice of cancellation or of lapse shall be given to Administrative Agent by the insurer. Each Loan Party will, if so requested by Administrative Agent, deliver to Administrative Agent original or duplicate policies of such insurance and, as often as Administrative Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Each Loan Party will also, at the request of Administrative Agent, duly execute and deliver instruments of assignment of such insurance policies and cause the respective insurers to acknowledge notice of such assignment. Administrative Agent is hereby authorized to enforce payment under all such insurance policies and to compromise and settle any claims thereunder, in its own name or in the name of the Loan Parties.

6.08    Compliance with Laws.    Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, write, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09    Books and Records.

        (a)   Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower or such Subsidiary, as the case may be; and

        (b)   maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Borrower or such Subsidiary, as the case may be.

6.10    Inspection Rights.    Permit representatives and independent contractors of Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower; provided, however, that when an Event of Default exists Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Borrower at any time during normal business hours and without advance notice.

6.11    Use of Proceeds.    Use the proceeds of the Credit Extension (i) on the Closing Date to repay or refinance Indebtedness under the Existing Credit Agreement and cost incurred in connection

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with the closing of this Agreement and (ii) at any other time, for work capital purposes, capital expenditures and other general company purposes not in contravention of any Law or of any Loan Document.

6.12    Agreement to Deliver Security Documents.    Borrower agrees to deliver and to cause each other Loan Party to deliver, to further secure the Obligations whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in any real or personal property which is at such time Collateral or which was intended to be Collateral pursuant to any Security Document previously executed and not then released by Administrative Agent. Borrower agrees to deliver and to cause each other Loan Party to deliver, whenever requested by Administrative Agent, in its sole and absolute discretion, transfer orders or letters in lieu thereof with respect to the production and proceeds of production from the Collateral, in form and substance satisfactory to Administrative Agent.

6.13    Liens on Mortgaged Properties Acquired or Completed in the Future.    Within thirty (30) days following each Determination Date, Borrower will execute and deliver documentation in form and substance satisfactory to Administrative Agent, granting to Administrative Agent first perfected Liens on and in the oil, gas and mineral lease(s) covering each well (a) acquired or completed since the prior Determination Date which is capable of production of oil, gas or other hydrocarbons in paying quantities, insofar as such lease(s) cover the proration unit assigned to such well, and (b) which is to be added to the Borrowing Base. Prior to the granting of such Liens, Borrower will furnish to Administrative Agent title opinions in form, substance and authorship satisfactory to Required Lenders, concerning not less than seventy-five percent (75%) of the aggregate value of such properties and will furnish all other documents and information relating to such properties as Administrative Agent may reasonably request.

6.14    Production Proceeds.    Notwithstanding that, by the terms of the various Security Documents, Loan Parties are and will be assigning to Administrative Agent and Lenders all of the "Production Proceeds" (as defined therein) accruing to the property covered thereby, so long as no Default has occurred Loan Parties may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Production Proceeds then held by Loan Parties or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Security Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafter.

6.15    Mortgaged Property Covenants.

        (a)    Leases and Contracts; Performance of Obligations.    Except to the extent Disposed of (including abandonment) pursuant to Section 7.05(f), each Loan Party will maintain in full force and effect all oil, gas or mineral leases, contracts, servitudes and other agreements forming a part of any Oil and Gas Property, to the extent the same cover or otherwise relate to such Oil and Gas Property, and each Loan Party will timely perform all of its obligations thereunder. Each Loan Party will promptly notify Administrative Agent of any claim (or any conclusion by such Loan Party) that such Loan Party is obligated to account for any royalties, or overriding royalties or other payments out of production, on a basis (other than delivery in kind) less favorable to such Loan Party than proceeds received by Loan Party (calculated at the well) from sale of production.

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        (b)    Representation to Continue to be True.    Each Loan Party will carry out its sales of production, will operate the Oil and Gas Properties, and will otherwise deal with the Oil and Gas Properties and the production, in such a way that the representations and warranties in Sections 5.18, 5.19 and 5.20 remain true and correct at, and as of, all times that this Agreement is in effect (and not just at, and as of, the times such representations and warranties are made).

6.16    Guaranties of Borrower's Subsidiaries.    Each Subsidiary of Borrower now existing or created, acquired or coming into existence after the date hereof shall, promptly upon request by Administrative Agent, execute and deliver to Administrative Agent a supplement to the Guaranty in the form attached thereto guaranteeing the timely repayment of the Obligations and the due and punctual performance of the obligations of Borrower hereunder. Borrower will cause each of its Subsidiaries to deliver to Administrative Agent, simultaneously with its delivery of such a supplement, written evidence satisfactory to Administrative Agent and its counsel that such Subsidiary has taken all company action necessary to duly approve and authorize its execution, delivery and performance of such guaranty and any other documents which it is required to execute.

6.17    Hedging Program.    Borrower will maintain Swap Contracts fixing prices or fixing a floor for prices of not less than $55.00 per barrel on Projected Oil and Gas Production for production expected to be produced by Borrower and its Subsidiaries for a period of not less than 36 months from the Closing Date for not less than ninety percent (90%) of the aggregate Projected Oil and Gas Production for such period.

6.18    Environmental Matters; Environmental Reviews.

        (a)   Each Loan Party will comply in all material respects with all Environmental Laws now or hereafter applicable to such Loan Party, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety Permits and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Loan Party will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable Permits issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. Upon Administrative Agent's reasonable request, at any time (but not in excess of one inspection conducted at Borrower's expense hereunder during any 18 consecutive month period), Borrower will provide at its own expense an environmental inspection of any of the Loan Parties' material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent.

        (b)   Borrower will promptly furnish to Administrative Agent all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Loan Party, or of which Borrower otherwise has notice, pending or threatened against any Loan Party by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any Permits or other authorizations in connection with any Loan Party's ownership or use of its properties or the operation of its business that might result in a Loan Party being liable for $50,000 or more.

        (c)   Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Loan Party's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location that might result in a Loan Party being liable for $50,000 or more.

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ARTICLE VII. NEGATIVE COVENANTS

        So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

7.01    Liens.    Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Permitted Liens.

7.02    Investments.    Make any Investments, except:

        (a)   Investments held by Borrower or such Subsidiary in the form of cash equivalents or short-term marketable debt securities or marketable obligations, maturing within twelve months after acquisition thereof, issued or unconditionally guaranteed by the United States of America or an instrumentality or agency thereof and entitled to the full faith and credit of the United states of America;

        (b)   advances to officers, directors and employees of Borrower and Subsidiaries in an aggregate amount not to exceed $100,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

        (c)   Investments of Borrower in any wholly-owned Subsidiary that is a Guarantor and Investments of any wholly-owned Subsidiary in Borrower or in another wholly-owned Subsidiary;

        (d)   Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; and

        (e)   Guarantees permitted by Section 7.03.

7.03    Indebtedness.    Create, incur, assume or suffer to exist any Indebtedness, except:

        (a)   Indebtedness under the Loan Documents;

        (b)   Guarantees of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary;

        (c)   obligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "market view;" (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (iii) and such Swap Contract does not violate the terms of Section 7.11; and

        (d)   Indebtedness to Affiliates in an aggregate amount not to exceed $100,000.

7.04    Fundamental Changes.    Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

        (a)   any Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, and, provided further that if a Guarantor is merging with another Subsidiary, the Guarantor shall be the surviving Person; and

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        (b)   any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be Borrower or a wholly-owned Subsidiary and, provided further that if the transferor of such assets is a Guarantor, the transferee must either be Borrower or a Guarantor.

7.05    Dispositions.    Make any Disposition or enter into any agreement to make any Disposition, except:

        (a)   Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

        (b)   Dispositions of inventory in the ordinary course of business;

        (c)   Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

        (d)   Dispositions of property by any Subsidiary to Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be Borrower or a Guarantor;

        (e)   Dispositions permitted by Section 7.04;

        (f)    Dispositions of interests in oil and gas leases, or portions thereof (if released or abandoned but not otherwise sold or transferred), so long as no well situated on any such lease, or located on any unit containing all or any part thereof, is capable (or is subject to being made capable through commercially feasible operations) of producing oil, gas or other hydrocarbons or minerals in commercial quantities; and

        (g)   Dispositions of Oil and Gas Properties that are sold for fair consideration to a Person who is not an Affiliate, provided that (i) the maximum aggregate amount of such sales in the period between two regular Determination Dates is limited to Oil and Gas Properties that account for no more than 10% of the Borrowing Base then in effect ("Permitted Property Sales"), (ii) at least 90% of the consideration received in connection with such Permitted Property Sales must be in cash or cash equivalents; (iii) the Borrowing Base shall be decreased by the Borrowing Base value attributable to such Oil and Gas Properties (or if greater, the Net Cash Proceeds from such Permitted Property Sale) and, after giving effect to any Permitted Property Sale and to the applicable of the proceeds to outstanding Credit Extensions, no Borrowing Base Deficiency shall exist; and (iv) after giving effect to any Permitted Property Sale no Default or Event of Default shall exist;

provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.

No Loan Party will abandon or consent to the abandonment of, any oil or gas well constituting Collateral so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which it would be commercially feasible to conduct) of producing oil, gas, or other hydrocarbons or other minerals in commercial quantities (as determined without considering the effect of any Mortgage). No Loan Party will elect not to participate in a proposed operation on any oil and gas property constituting Collateral where the effect of such election would be the forfeiture either temporarily (e.g., until a certain sum of money is received out of the forfeited interest) or permanently of any interest in the Collateral.

7.06    Restricted Payments.    Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except

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that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

        (a)   Each Subsidiary may make Restricted Payments to Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

        (b)   Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

        (c)   Borrower may make Permitted Tax Distributions; and

        (d)   Borrower may assume and pay the obligations of VAP-I, LLC under the Existing Credit Agreement pursuant to the Assignment, Assumption and Mortgage Amendment on the Closing Date

        (e)   For the sole purpose of recording the satisfaction of Payout No. 1 and Payout No. 2 conditions under the terms of the existing limited partnership agreement of the Borrower, and to establish the right of the General Partner to receive 50% of distributions thereunder, Borrower may book, as a distribution to the General Partner, such amount as is equal to the General Partner's equivalent share of Borrowers debt assumption and payment allowed in Subsection (d) above, provided that Borrower simultaneously books, as capital contributions made to Borrower's capital by the General Partner and VAP-I, LLC (50% from each), the amount booked as having been distributed, and provided, further, no cash or property is actually distributed and Borrower's net equity is unaffected by the net effect of such simultaneous book entries.

7.07    Change in Nature of Business.    Engage in any material line of business substantially different from those lines of business conducted by Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

7.08    Transactions with Affiliates.    Enter into any transaction of any kind with any Affiliate of Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Borrower or such Subsidiary as would be obtainable by Borrower or such Subsidiary at the time in a comparable arm's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among Borrower and any Guarantor or between and among Guarantors.

7.09    Burdensome Agreements.    Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to Borrower or to otherwise transfer property to Borrower, (ii) of any Subsidiary to Guarantee the Indebtedness of Borrower or (iii) of Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

7.10    Use of Proceeds.    Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11    Hedging Contracts.    No Loan Party will be a party to or in any manner be liable on any Swap Contract except:

        (a)   Swap Contracts existing on the date hereof.

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        (b)   Swap Contracts entered into with the purpose and effect of fixing prices on Projected Oil and Gas Production for production expected to be produced no more than 36 months in the future that does not in the aggregate exceed ninety five percent (95%) of the aggregate Projected Oil and Gas Production for such period; provided that the aggregate production covered by all such contracts for any single month does not in the aggregate exceed ninety five percent (95%) of the aggregate Projected Oil and Gas Production anticipated to be sold in the ordinary course of the Loan Parties' businesses for such month.

        (c)   Except for Letters of Credit and the Collateral under the Security Documents with respect to Swap Obligations owing to Lenders, no Swap Contract shall require any Loan Party to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Loan Party in performing its obligations thereunder except for Swap Contracts entered into prior to the date hereof, and each such contract (except for contracts with SemCrude, L.P. entered prior to the date hereof) is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency.

        (d)   Contracts entered into by a Loan Party with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Loan Party that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed fifty percent (50%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency.

7.12    Financial Covenants.

        (a)    Current Ratio.    Borrower will not permit the ratio of its consolidated current assets plus the amount of its Unused Borrowing Base to its consolidated current liabilities (excluding current maturities of the Loans and excluding current liabilities resulting from any mark to market under SFAS 133) to be less than 1.0 to 1.0.

        (b)    Interest Coverage Ratio.    Borrower will not permit the Interest Coverage Ratio to be less than 2.50 to 1.0, calculated as of the end of each Fiscal Quarter.

        (c)    Minimum Unused Borrowing Base.    During the period on and after the Closing Date to through the Maturity Date, Borrower will not permit the Unused Borrowing Base to be less than $5,000,000.

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

8.01    Events of Default.    Any of the following shall constitute an Event of Default:

        (a)    Non-Payment.    Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within three (3) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

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        (b)    Specific Covenants.    Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03, 6.05, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15or 6.16 or Article VII; or

        (c)    Other Defaults.    Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days or any default or Event of Default occurs under any other Loan Document; or

        (d)    Representations and Warranties.    Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

        (e)    Cross-Default.    (i) Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

        (f)    Insolvency Proceedings, Etc.    Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

        (g)    Inability to Pay Debts; Attachment.    (i) Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

        (h)    Judgments.    There is entered against Borrower or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute

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coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

        (i)    ERISA.    (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

        (j)    Invalidity of Loan Documents.    Any Loan Document or any provision thereof, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document or any provision thereof; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document or any provision thereof; or

        (k)    Change of Control.    There occurs any Change of Control; or

        (l)    Material Adverse Effect.    There occurs any event of circumstance that has a Material Adverse Effect.

8.02    Remedies Upon Event of Default.    If any Event of Default occurs and is continuing, Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

        (a)   declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

        (b)   declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower;

        (c)   require that Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

        (d)   exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of Agent or any Lender.

8.03    Application of Funds.    After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have

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automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Agent (including fees and time charges for attorneys who may be employees of Agent) and amounts payable under Article III) payable to Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal interest and L/C Fees) payable to Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid L/C Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and to the Lender Swap Obligations, ratably among Lenders, the L/C Issuer and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law.

        Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE IX. ADMINISTRATIVE AGENT

9.01    Appointment and Authorization of Administrative Agent.    Each of the Lenders and the L/C issuer hereby irrevocably appoints Bank of America to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

9.02    Rights as a Lender.    The Person serving as Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account therefor to Lenders.

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9.03    Exculpatory Provisions.    Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agent:

        (a)   shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

        (b)   shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Law; and

        (c)   shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity.

        (d)   Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.02 and 10.01) or (ii) in the absence of its own gross negligence or willful misconduct. Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to Agent by Borrower, a Lender or the L/C Issuer. Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent.

9.04    Reliance by Administrative Agent.    Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05    Delegation of Duties.    Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by Agent. Agent and any such sub agent may perform any and all of its duties and exercise

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its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

9.06    Resignation of Agent.    Agent may at any time give notice of its resignation to Lenders, the L/C Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

        Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor's appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.07    Non-Reliance on Agent and Other Lenders.    Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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9.08    No Other Duties, Etc.    Anything herein to the contrary notwithstanding, no Lender holding a title listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Agent, a Lender or the L/C Issuer hereunder.

9.09    Administrative Agent May File Proofs of Claim.    In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

        (a)   to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders, the L/C Issuer and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, the L/C Issuer and Agent and their respective agents and counsel and all other amounts due Lenders, the L/C Issuer and Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

        (b)   to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to Lenders and the L/C Issuer, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent under Sections 2.09 and 10.04. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Agent to vote in respect of the claim of any Lender in any such proceeding.

9.10    Guaranty Matters.    Each Lender and the L/C Issuer hereby irrevocably authorizes Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent's authority to enter into the transactions described in this Section 9.10.

9.11    Collateral Matters.    (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.

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        (b)   Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion,

          (i)  to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and

         (ii)  to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document.

Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11.

        (c)   Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure.

        (d)   Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent's own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer.

        (e)   Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders' and the L/C Issuer's security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to Agent or in accordance with Agent's instructions.

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ARTICLE X. MISCELLANEOUS

10.01    Amendments, Etc.    No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Borrower or the applicable Loan Party, as the case may be, and acknowledged by Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

        (a)   waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Section 4.01(a) (iii) or (iv) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date;

        (b)   extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

        (c)   postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

        (d)   reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of "Default Rate" or to waive any obligation of Borrower to pay interest or L/C Fees at the Default Rate;

        (e)   amend Section 7.12 (or any defined term used therein) without the written consent of each Lender;

        (f)    change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

        (g)   change any provision of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

        (h)   release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; and (iv) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,

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waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

10.02    Notices; Effectiveness; Electronic Communications.

        (a)    Notices Generally.    Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

          (i)  if to Borrower, Agent, the L/C Issuer or Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 4; and

         (ii)  if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

        Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

        (b)    Electronic Communications.    Notices and other communications to Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

        (c)    The Platform.    THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any

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kind (whether in tort, contract or otherwise) arising out of Borrower's or Agent's transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

        (d)    Change of Address, Etc.    Each of the Borrower, Agent, the L/C Issuer and Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to Borrower, Agent, the L/C Issuer and Swing Line Lender. In addition, each Lender agrees to notify Agent from time to time to ensure that Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

        (e)    Reliance by Agent, L/C Issuer and Lenders.    Agent, the L/C Issuer and Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with Agent may be recorded by Agent, and each of the parties hereto hereby consents to such recording.

10.03    No Waiver; Cumulative Remedies.    No failure by any Lender, the L/C Issuer or Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.04    Expenses; Indemnity; Damage Waiver.

        (a)    Costs and Expenses.    Borrower shall pay (i) all reasonable out of pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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        (b)    Indemnification by the Borrower.    Borrower shall indemnify Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

        (c)    Reimbursement by Lenders.    To the extent that Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

        (d)    Waiver of Consequential Damages, Etc.    To the fullest extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

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        (e)    Payments.    All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

        (f)    Survival.    The agreements in this Section shall survive the resignation of Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05    Payments Set Aside.    To the extent that any payment by or on behalf of Borrower is made to Agent, the L/C Issuer or any Lender, or Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06    Successors and Assigns.

        (a)    Successors and Assigns Generally.    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Agent, the L/C Issuer and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

        (b)    Assignments by Lenders.    Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations

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under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

        (c)    Register.    Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent's Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and Borrower, Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of Borrower and the L/C Issuer, at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender may request and receive from Agent a copy of the Register.

        (d)    Participations.    Any Lender may at any time, without the consent of, or notice to, Borrower or Agent, sell participations to any Person (other than a natural person or Borrower or any of Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it

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were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

        (e)    Limitations upon Participant Rights.    A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower's prior written consent.

        (f)    Certain Pledges.    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

        (g)    Electronic Execution of Assignments.    The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

        (h)    Deemed Consent of Borrower.    If the consent of Borrower to an assignment to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the proviso to the first sentence of Section 10.06(b)), Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered to Borrower by the assigning Lender (through Agent) unless such consent is expressly refused by Borrower prior to such fifth Business Day.

        (i)    Resignation as L/C Issuer or Swing Line Lender.    Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days' notice to Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, Borrower shall be entitled to appoint from among Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

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10.07    Treatment of Certain Information; Confidentiality.    Each of Agent, Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations, (g) with the consent of Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower. For purposes of this Section, "Information" means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the case of information received from Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

10.08    Right of Setoff.    If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify Borrower and Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

69

10.09    Interest Rate Limitation.    Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the "Maximum Rate"). If Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for, charged, or received by Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10    Counterparts; Integration; Effectiveness.    This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by Agent and when Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11    Survival of Representations and Warranties.    All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Agent and each Lender, regardless of any investigation made by Agent or any Lender or on their behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12    Replacement of Lenders.    If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, or if any Lender fails to agree to upon a proposed Borrowing Base pursuant to Section 2.15 that is the same as or is a decrease of the then existing Borrowing Base if Lenders constituting the Required Lenders have agreed to such proposed Borrowing Base, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws.

70

        A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.13    Severability.    If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.14    Governing Law; Jurisdiction; Etc.

        (a)    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

        (b)    SUBMISSION TO JURISDICTION.    THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN ADA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE STATE OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

        (c)    WAIVER OF VENUE.    THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

        (d)    SERVICE OF PROCESS.    EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

71

10.15    Waiver of Right to Trial by Jury.    EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16    USA PATRIOT Act Notice.    Each Lender that is subject to the Act (as hereinafter defined) and Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Agent, as applicable, to identify Borrower in accordance with the Act.

10.17    Time of the Essence.    Time is of the essence of the Loan Documents.

10.18    Restatement.    Effective as of the Closing Date, (a) each lender consents to the execution and acceptance by Agent on its behalf of the Assignment, Assumption and Amendment (b) this Agreement amends and restates the Existing Credit Agreement in its entirety, and (c) the loans and all other obligations outstanding under the Existing Credit Agreement shall be outstanding under and governed by this Agreement.

[The remainder of this page is intentionally left blank.]

72

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

MV PARTNERS, L.P.
By:	MV Energy, LLC, its General Partner
	By:	Murfin Drilling Company, Inc., as Member
By:	/s/  ROBERT D. YOUNG
	Robert D. Young Treasurer

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/  TODD G. MACNEILL
	Name: Todd G. MacNeill Title: Assistant Vice President
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:	/s/  GREGORY B. HANSON
	Name: Gregory B. Hanson Title: Vice President

UNION BANK OF CALIFORNIA, N.A.
By:	/s/  RANDALL OSTERBERG
	Name: Randall Osterberg Title: Senior Vice President
By:	/s/  ALI AHMED
	Name: Ali Ahmed Title: Vice President

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/  SIMON R. DUNCAN
	Name: Simon R. Duncan Title: Authorized Signatory

SCHEDULE 1

APPLICABLE PERCENTAGES,
MAXIMUM CREDIT AMOUNT AND
INITIAL BORROWING BASE

Lender	Maximum Credit Amount		Initial Borrowing Base		Applicable Percentage
Bank of America, N.A.	$	67,368,420	$	32,000,000	33.684210000	%
General Electric Capital Corporation	$	66,315,790	$	31,500,000	33.157895000	%
Union Bank of California	$	66,315,790	$	31,500,000	33.157895000	%
Total	$	200,000,000	$	95,000,000	100.000000000	%

SCHEDULE 2

SECURITY DOCUMENTS

1.

Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated September 30, 2005 from Borrower in favor of General Electric Capital Corporation.

2.

Assignment of Notes and Liens, Assumption, and First Amendment to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement to be dated as of the Closing Date from MV Partners, L.P., Mortgagor, VAP-I, LLC, Limited Partner and General Electric Capital Corporation, Assignor to Bank of America, N.A., Agent and Assignee.

SCHEDULE 3

DISCLOSURE SCHEDULE

Litigation:

None

Subsidiaries and other Equity Investments:

None

Existing Liens:

None

Existing Indebtedness:

None

Sale of Production (Section 5.18):
MV Partners, L.P. has agreed to sell it's crude oil production where practicable at market competitive rates to SemGroup affiliates during the duration of the hedges reflected on the attached confirmation.

SCHEDULE 4

ADMINISTRATIVE AGENT'S OFFICE,
CERTAIN ADDRESSES FOR NOTICES

BORROWER:

MV Partners, L.P.
250 N. Water, Suite 300
Wichita, Kansas 67202

Attention: Bob Young
Telephone: (316) 267-3241
Telecopier: (316) 267-6004
Electronic Mail: byoung@murfininc.com
Website Address: none

OFFICE OF ADMINISTRATIVE AGENT AND SWING LINE LENDER

Notices (other than Requests for Extensions of Credit):
Att:	Todd Mac Neill Agency Officer Bank of America, N.A. 100 Federal Street Boston, MA 02110
Tel: (617) 434-6842
Facsimile: (617) 790-1361
Electronic Mail: todd.g.macneill@Bank of America.com

For Payments and Requests for Extensions of Credit:
BANK OF AMERICA, N.A.
Att: Jackie Harvey
Tel: (214) 209-2158
Facsimile: (214) 290-9671
Electronic Mail:

Payments:
BANK OF AMERICA, N.A.
901 Main Street, 14th Floor
Dallas, Texas 75202
ABA No. 111000012
Account No: 1292000883
Account Name:
Attn: Credit Services, Jackie Harvey
Reference: MV Partners, L.P.

L/C ISSUER:
Letters of Credit:
Attn: Mike Evans
Bank of America, N.A.
Trade Operations — Scranton
1 Fleet Way
Mail Code: PA6-580-02-30
Scranton, PA 18507
Telephone: (570) 330-4244

EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

        Date:                        ,             

To:    Bank of America, N.A., as Agent

Ladies and Gentlemen:

        Reference is made to that certain Credit Agreement, dated as of [                        ,             ] (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among MV Partners, L.P., an Kansas limited partnership (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

        The undersigned hereby requests (select one):

        o    A Borrowing of Committed Loans        o    A conversion or continuation of Committed Loans

1.

On                        (a Business Day).



2.

In the amount of $                        .



3.

Comprised of                        .
                             [Type of Committed Loan requested]



4.

For Eurodollar Rate Loans: with an Interest Period of            months.

        The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.

MV PARTNERS, L.P.
By:	MV Energy, LLC, its General Partner
	By:	Murfin Drilling Company, Inc., as Member
By:
	Robert D. Young Treasurer

A-1

EXHIBIT B

FORM OF SWING LINE LOAN NOTICE

        Date:                        ,             

To:

Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

        Reference is made to that certain Credit Agreement, dated as of [                        ,             ] (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among MV Partners, L.P., an Kansas limited partnership (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

        The undersigned hereby requests a Swing Line Loan:

1.

On                        (a Business Day).



2.

In the amount of $                        .

        The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

MV PARTNERS, L.P.
By:	MV Energy, LLC, its General Partner
	By:	Murfin Drilling Company, Inc., as Member
By:
	Robert D. Young Treasurer

B-1

EXHIBIT C

FORM OF NOTE

$

        FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to pay to                        or registered assigns ("Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of [                        ,             ] (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

        Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

        This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

        Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

        THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

MV PARTNERS, L.P.
By:	MV Energy, LLC, its General Partner
	By:	Murfin Drilling Company, Inc., as Member
By:	Robert D. Young Treasurer

C-1

LOANS AND PAYMENTS WITH RESPECT THERETO

Date
Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal or
Interest
Paid This
Date Outstanding
Principal
Balance This
Date Notation
Made By

C-2

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                        

To:

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

        Reference is made to that certain Credit Agreement, dated as of December 21, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among MV Partners, L.P., a Kansas limited partnership ("Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

        The undersigned Responsible Officer hereby certifies as of the date hereof that he is the acting Treasurer of Murfin Drilling Company, Inc., a Kansas corporation, which is a member of MV Energy, LLC, a Kansas limited liability company, which is the sole general partner of Borrower, and that, as such, he is authorized to execute and deliver this Certificate to Agent on the behalf of Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

        1.     Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

        1.     Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

        2.     The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Borrower during the accounting period covered by the attached financial statements.

        3.     A review of the activities of Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

D-1

        4.     The representations and warranties of Borrower contained in Article V of the Agreement, and/or any representations and warranties of Borrower or any other Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

        5.     The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                        ,                         .

MV PARTNERS, L.P.
By:	MV Energy, LLC, its General Partner
	By:	Murfin Drilling Company, Inc., as Member
By:	Robert D. Young Treasurer

D-2

For the Quarter/Year ended                        ("Reporting Date")

SCHEDULE 2
to the Compliance Certificate
($ in 000's)

I.	Section 7.12(a)—Current Ratio
	(A)	Consolidated current assets of Borrower as of Reporting Date:			$
	(B)	Unused Borrowing Base:
		1.	Borrowing Base as of the Reporting Date:		$
		2.	Facility Usage:
			a)	Outstanding Amount of Loans as of Reporting Date:	$
			b)	Outstanding Amount of L/C Obligations as of Reporting Date:	$
			c)	Facility Usage (Line I.B.2.a. + Line I.B.2.b.):	$
		3.	Unused Borrowing Base as of Reporting Date (Line I.B.1 - Line I.B.2.c.):		$
	(C)	Consolidated current liabilities of Borrower as of Reporting Date:			$
	(D)	Current Ratio ((Line I.A. + Line I.B.3) ÷ Line I.C.)			to 1
	(E)	Minimum required:			to 1
II.	Section 7.12(b)—Interest Coverage Ratio.
	(A)	Consolidated EBITDA of Borrower and its Subsidiaries for the four Fiscal Quarter period ending on the Reporting Date ("Subject Period"):
		1.	Consolidated Net Income of Borrower and its Subsidiaries for Subject Period:		$

D-3

	2.	Consolidated Interest Charges for Subject Period* (Line II.B.3.):	$
	3.	Federal, state and local income taxes for Subject Period:*	$
	4.	Depreciation expenses for Subject Period:*	$
	5.	Amortization expenses for Subject Period:*	$
	6.	Depletion expenses for Subject Period:*	$
	7.	Other non-cash charges for Subject Period:*	$
	8.	Consolidated EBITDA (Lines II.A.1 + 2 + 3 + 4 + 5 + 6 + 7):	$
(B)	Consolidated Interest Charges:
	1.	Interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets for Subject Period:	$
	2.	Portion of rent expense of the Borrower and its Subsidiaries under capital leases for Subject Period:	$
	3.	Consolidated Interest Charges (Line II.B.1. + Line II.B.2.)	$
(C)	Interest Coverage Ratio (Line II.A.8 ÷ Line II.B.3):		to 1
(D)	Minimum required:		to 1

*

include only to the extent that it has been deducted in calculating Consolidated Net Income

D-4

For the Fiscal Quarter/Year ended                        ("Reporting Date")

Quarterly Information for Schedule 2
to the Compliance Certificate
($ in 000's)

Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)

Consolidated EBITDA	Quarter Ended	Quarter Ended	Quarter Ended	Quarter Ended	Twelve Months Ended
Consolidated Net Income of Borrower and its Subsidiaries
+ Consolidated Interest Charges
+ Federal, state and local income taxes
+ depreciation expense
+ amortization expense
+ depletion expense
+ other non-cash charges
= Consolidated EBITDA

D-5

EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION

        This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

        For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Letters of Credit and Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the "Assigned Interest"). Such sale and assignment is without

E-1

recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:	[and is an Affiliate of [identify Lender]]
3.	Borrower(s):
4.	Administrative Agent: Bank of America, N. A., as the administrative agent under the Credit Agreement
5.	Credit Agreement: [Credit Agreement, dated as of December            , 2005 among MV Partners, L.P.,
an Kansas limited partnership, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
6.	Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders*	Amount of Commitment/Loans Assigned*	Percentage Assigned of Commitment/Loans		CUSIP No.
	$	$		%
	$	$		%
	$	$		%

[7.

Trade Date:                              ]

        Effective Date:                         , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

E-2

        The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE [NAME OF ASSIGNEE]
By:
	Title:

[Consented to and] Accepted:

Bank of America, N. A., as
  Administrative Agent

By:

Title:

[Consented to:]

By:

Title:

E-3

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

        1.    Representations and Warranties.

        1.1.    Assignor.    The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

        1.2.    Assignee.    The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section [    ] thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

        2.    Payments.    From and after the Effective Date, Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

        3.    General Provisions.    This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of                          [confirm that choice of law provision parallels the Credit Agreement].

E-4

EXHIBIT F

OPINIONS OF COUNSEL TO LOAN PARTIES

EXHIBIT G

ASSIGNMENT, ASSUMPTION AND MORTGAGE AMENDMENT

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TABLE OF CONTENTS
CREDIT AGREEMENT
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
ARTICLE V. REPRESENTATIONS AND WARRANTIES
ARTICLE VI. AFFIRMATIVE COVENANTS
ARTICLE VII. NEGATIVE COVENANTS
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
ARTICLE IX. ADMINISTRATIVE AGENT
ARTICLE X. MISCELLANEOUS
FORM OF COMMITTED LOAN NOTICE
FORM OF SWING LINE LOAN NOTICE
FORM OF ASSIGNMENT AND ASSUMPTION
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
OPINIONS OF COUNSEL TO LOAN PARTIES
ASSIGNMENT, ASSUMPTION AND MORTGAGE AMENDMENT

EX-10.2

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Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

        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").

W I T N E S S E T H:

        WHEREAS, Borrower, Administrative Agent and Lenders entered into that certain Credit Agreement dated as of December 21, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Original Agreement"), for the purpose and consideration therein expressed, whereby Lenders became obligated to make loans to Borrower as therein provided; and

        WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Original Agreement as set forth herein;

        NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans and other credit which may hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS AND REFERENCES

        Section 1.1.    Terms Defined in the Original Agreement.    Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment.

        Section 1.2.    Other Defined Terms.    Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

        "Amendment" means this First Amendment to Credit Agreement.

        "Amendment Documents" means this Amendment and all other documents or instruments delivered in connection herewith or therewith.

        "Credit Agreement" means the Original Agreement as amended hereby.

ARTICLE II.

AMENDMENTS TO ORIGINAL AGREEMENT

        Section 2.1.    Financial Statements.    Subsections (a) and (b) of Section 6.1 of the Original Agreement is hereby amended in its entirety to read as follows:

        "(a) as soon as available, but in any event within 120 days after the end of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by reports and opinions of an independent certified public accountant firm of nationally recognized standing reasonably acceptable to the Required Lenders, which reports and opinions shall be prepared in accordance with generally accepted auditing standards and shall not

be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit; and

        (b)   as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal quarter and for the portion of Borrower's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of Borrower as fairly presenting the financial condition, results of operations, shareholders' equity and cash flows of such Persons in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes."

        Section 2.2.    Certificates; Other Information.    Subsection (f) of Section 6.2 of the Original Agreement is hereby amended in its entirety to read as follows:

        "(f)  as soon as available, and in any event within sixty (60) days after the end of each calendar quarter, a report describing by lease or unit the gross volume of production and sales attributable to production during such month from the properties described in the most recent Engineering Report and describing the related severance taxes, other taxes, and leasehold operating expenses attributable thereto and incurred during such month;"

ARTICLE III.

CONDITIONS OF EFFECTIVENESS

        Section 3.1.    Effective Date.    This Amendment shall become effective as of the date first above written when and only when:

        (a)   Administrative Agent shall have received all of the following, at Administrative Agent's office, duly executed and delivered and in form and substance satisfactory to Administrative Agent:

          (i)  this Amendment executed by Borrower and the Required Lenders; and

         (ii)  such other supporting documents as Administrative Agent may reasonably request.

        (b)   Borrower shall have paid, in connection with this Amendment and the Loan Documents, all other fees and reimbursements to be paid to Administrative Agent pursuant to this Amendment or any Loan Documents, or otherwise due Administrative Agent and including fees and disbursements of Administrative Agent's attorneys.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

        Section 4.1.    Representations and Warranties.    In order to induce Lenders to enter into this Amendment, Borrower represents and warrant to Lenders that:

        (a)   The representations and warranties contained in Article V of the Original Agreement are true and correct at and as of the time of the effectiveness hereof, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except for purposes of this Amendment, the representations and warranties contained in Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1 of the Credit Agreement.

2

        (b)   Each Loan Party is duly authorized to execute and deliver this Amendment and the other Amendment Documents (to the extent such Loan Party is a party to this Amendment and the other Amendment Documents) and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Each Loan Party has duly taken all company action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents (to the extent that such Loan Party is a party to this Amendment and the other Amendment Documents) and to authorize the performance of its obligations hereunder and thereunder.

        (c)   The execution and delivery by each Loan Party of this Amendment and the other Amendment Documents (to the extent that such Loan Party is a party to this Amendment and the other Amendment Documents), the performance by each Loan Party of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of Law or of the organization documents of such Loan Party, or of any material agreement, judgment, license, order or permit applicable to or binding upon such Loan Party, or result in the creation of any Lien upon any assets or properties of such Loan Party. Except for those which have been obtained, no consent, approval, authorization or order of any court or Governmental Authority or third party is required in connection with the execution and delivery by any Loan Party of this Amendment and the other Amendment Documents (to the extent that such Loan Party is a party to this Amendment and the other Amendment Documents) or to consummate the transactions contemplated hereby and thereby.

        (d)   When duly executed and delivered, each of this Amendment, the Amendment Documents and the Credit Agreement will be a legal and binding obligation of each Loan Party (to the extent that such Loan Party is a party to this Amendment and the other Amendment Documents), enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors' rights and by equitable principles of general application.

ARTICLE V.

MISCELLANEOUS

        Section 5.1.    Ratification of Agreements.    The Original Agreement as hereby amended is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by the various Amendment Documents, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly provided herein or therein, operate as a waiver of any right, power or remedy of Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

        Section 5.2.    Survival of Agreements.    All representations, warranties, covenants and agreements of any Loan Party herein shall survive the execution and delivery of this Amendment and the performance hereof, including without limitation the making or granting of the Loans, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or instrument delivered by any Loan Party hereunder or under the Credit Agreement to Lenders shall be deemed to constitute representations and warranties by, and/or agreements and covenants of, Borrower under this Amendment and under the Credit Agreement.

        Section 5.3.    Loan Documents.    This Amendment and the other Amendment Documents are each Loan Documents, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto.

3

        Section 5.4.    Governing Law.    This Amendment shall be governed by and construed in accordance with the Laws applicable to the Credit Agreement.

        Section 5.5.    Counterparts; Fax.    This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment and the other Amendment Documents may be validly executed by facsimile or other electronic transmission.

THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

[The remainder of this page has been intentionally left blank.]

4

        IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

MV PARTNERS, LP
By:	MV Energy, LLC, its general partner
	By:	Murfin Drilling Company, Inc., as member
By:	/s/  ROBERT D. YOUNG Robert D. Young Treasurer
BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/  TODD MACNEILL
Name:	Todd MacNeill
Title:	Vice President—Agency Management Officer III
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:	/s/  GREGORY B. HANSON
Name:	Gregory B. Hanson
Title:	Vice President
UNION BANK OF CALIFORNIA, N.A.
By:	/s/  RANDALL L. OSTERBERG
Name:	Randall L. Osterberg
Title:	Sr. Vice President—U.S. Marketing Manager
By:	/s/  JARROD BOURGEOIS
Name:	Jarrod Bourgeois
Title:	Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/  RANDALL HORNICK
Name:	Randall Hornick
Title:	Authorized Signatory

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FIRST AMENDMENT TO CREDIT AGREEMENT

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We have issued (i) our report dated August 8, 2006, accompanying the financial statements of MV Partners, LLC as of December 31, 2004 and 2005 and for each of the three years in the period ended December 31, 2005; (ii) our report dated August 8, 2006, accompanying the statements of historical revenues and direct operating expenses of the underlying properties of MV Partners, LLC for each of the three years in the period ended December 31, 2005; and (iii) our report dated August 11, 2006, accompanying the statement of assets and trust corpus of MV Oil Trust as of August 11, 2006. These reports are contained in this Prospectus and Registration Statement on Form S-1 of MV Oil Trust and MV Partners, LLC as co-registrants. We consent to the use of the aforementioned reports in the Prospectus and Registration Statement, and to the use of our name as it appears under the caption "Experts."

/s/ Grant Thornton LLP
Grant Thornton LLP

Wichita, Kansas
August 14, 2006

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.4

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Exhibit 23.4

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

        We hereby consent to the references to our firm in this Registration Statement on Form S-1 (including any amendments thereto and the related prospectus) filed by MV Oil Trust and MV Partners, LLC, to our estimates of reserves and value of reserves and our report on reserves as of June 30, 2006 and to the inclusion of our report dated July 25, 2006 as an appendix to the prospectus included in such registration statement.

        We also consent to the references to our firm in the prospectus included in such registration statement, including under the heading "Experts."

CAWLEY, GILLESPIE & ASSOCIATES, INC.

By:
/s/  W. TODD BROOKER, P.E. W. Todd Brooker, P.E.
Vice-President

Austin, Texas
August 13, 2006

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CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS