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

As filed with the Securities and Exchange Commission on December 4, 2006

Registration No. 333-136609    
333-136609-01

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Amendment No. 3 to Form S-1 MV Oil Trust (Exact Name of co-registrant as specified in its charter)	Amendment No. 3 to 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 The Bank of New York Trust Company, N.A., Trustee Global Corporate Trust 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

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 December 4, 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 a term net profits interest 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 $19.00 and $21.00 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."

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.

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 20 of this prospectus.

These risks include the following:

•

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



•

Actual reserves and future net revenues may be less than current estimates of proved reserves, which could reduce cash distributions by the trust and the value of the trust units.



•

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 trust and the public trust unitholders will have no voting or managerial rights with respect to MV Partners, the operator of the underlying properties. As a result, public trust unitholders will have no ability to influence the operation of the underlying properties.



•

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 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.



•

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



•

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



•

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



•

The trust has not obtained a ruling from the IRS regarding the tax treatment of ownership of the trust units. If the IRS were to determine that the trust is not a "grantor trust" for federal income tax purposes, the trust unitholders may receive different and less advantageous tax treatment than that described in 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. for evaluation, analysis and structuring of the trust.

The underwriters may also exercise their option to purchase from affiliates of 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

A.G. EDWARDS

RBC CAPITAL MARKETS

OPPENHEIMER & CO.

The date of this prospectus is                          , 2006

Geographic Location of the Major Producing Areas
of the Underlying Properties in the State of Kansas

		The underlying properties
		Proved Reserves as of June 30, 2006 (MMBoe)	Gross Acres	Net Acres
Northwest Kansas Area		8.2	11,885	11,840
El Dorado Area		6.1	15,405	15,393
Other		4.4	20,350	16,649
	Total	18.7	47,640	43,882

Note:

The net profits interest entitles the trust to receive 80% of the net proceeds from all of MV Partners' interests in the underlying properties as of the closing of this offering. For a discussion of the calculation of the net proceeds, see "Computation of Net Proceeds" beginning on page 68 of this prospectus. For a description of the underlying properties, see "The Underlying Properties" beginning on page 49 of this prospectus.

TABLE OF CONTENTS

        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 a term net profits interest to the trust that represents 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 interest to the trust, which we refer to as the "net profits interest." These 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, after deduction of all royalties and other burdens on production thereon as of the date of the conveyance of the net profits interest to the trust, 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. Based on the reserve report, the net profits interest 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. See "—Planned Development and Workover Program" for a summary of MV Partners' development plans.

        The net profits interest 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 interest). The gross proceeds used to calculate the net profits interest 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 interest. 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 interest, 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 reserve amounts may not exceed $1.0 million in the aggregate at any given time), post-production costs and production and property taxes paid by MV

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Partners. For a more complete description of the calculation of net proceeds, see "Computation of Net Proceeds."

        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 nine months ended September 30, 2006, lease operating expenses were $11.06 per Boe, and lease maintenance expenses, lease overhead and production and property taxes were $7.68 per Boe, for an aggregate lifting cost of $18.74 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 for 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 from the closing of this offering until 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. In addition, in connection with the trust's first quarterly distribution, MV Partners will pay the trust an amount equal to the amount that would have been payable to the trust as of the closing of this offering had the net profits interest been in effect with respect to all production from the underlying properties since July 1, 2006. Furthermore, this cash payment by MV Partners will include 80% of all amounts paid to MV Partners from hedge contract counterparties for settlements related to the period from July 1, 2006 to the closing of this offering. As a result of the long period of time that will be included in 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 86% 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 $71 per barrel of oil that hedge approximately 80% 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 and its affiliates have 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.

Summary of Risk Factors

        An investment in the trust units involves risks associated with fluctuations in energy commodity prices, the operation of the underlying properties, certain regulatory and legal matters, the structure of

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the trust and the tax characteristics of the trust units. The following list of factors is not exhaustive. Please read carefully these risks and other risks described under "Risk Factors."

•

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



•

Actual reserves and future net revenues may be less than current estimates of proved reserves, which could reduce cash distributions by the trust and the value of the trust units.



•

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 trust and the public trust unitholders will have no voting or managerial rights with respect to MV Partners, the operator of the underlying properties. As a result, public trust unitholders will have no ability to influence the operation of the underlying properties.



•

Shortages of oil field equipment, services and qualified personnel available to MV Partners could reduce the amount of cash available for distribution.



•

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. Under these circumstances, trust unitholders will have no ability to prevent MV Partners from transferring the underlying properties to another operator, even if the trust unitholders do not believe that operator would operate the underlying properties in the same manner as MV Partners.



•

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 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.



•

The trustee may, under certain circumstances, sell the net profits interest and dissolve the trust prior to the expected termination of the trust. As a result, trust unitholders may not recover their investment.



•

The disposal by the two members of MV Partners of their remaining trust units may reduce the market price of the trust units.



•

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



•

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



•

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



•

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



•

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



•

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



•

The operations of the properties comprising the underlying properties may result in significant costs and liabilities with respect to environmental and operational safety matters, which could reduce the amount of cash available for distribution to trust unitholders.

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•

The operations of the properties comprising 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 trust has not obtained a ruling from the IRS regarding the tax treatment of ownership of the trust units. If the IRS were to determine that the trust is not a "grantor trust" for federal income tax purposes, the trust unitholders may receive different and less advantageous tax treatment than that described in this prospectus.



•

The trust's net profits interest 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 interest.



•

If the financial position of MV Partners degrades in the future, MV Partners may not be able to satisfy its obligations to the trust.



•

The trust's receipt of payments based on the hedge contracts depends upon the financial position of the hedge contract counterparties. A default by any of the hedge contract counterparties could reduce the amount of cash available for distribution to the trust unitholders.

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 MV Partners and its two members will sell a combined 75% if the underwriters' option to purchase additional trust units from the members is exercised in full.

        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)

In connection with the closing of this offering, the trust will issue 11,500,000 trust units to MV Partners. MV Partners is offering 7,500,000 trust units to the public pursuant to this offering. Immediately following the closing of this offering, MV Partners intends to sell at the initial public offering price the remaining 4,000,000 trust units to its two members, MV Energy, LLC, which we refer to as "MV Energy," and VAP-I, LLC, which we refer to as "VAP-I," in exchange for cash in

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the amount of $8.0 million and promissory notes. The underwriters may exercise their option to purchase up to 1,125,000 trust units in the aggregate at the initial public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus from MV Energy and VAP-I on a pro rata basis.

(2)

Represents MV Partners' interests in the properties comprising the underlying properties. MV Partners' 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 (and, 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).

The Underlying Properties

        The underlying properties consist of MV Partners' net interests in all of its oil and natural gas properties after deduction of all royalties and other burdens on production thereon as of the date of conveyance of the net profits interest to the trust. 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 $358.7 million. During the nine months ended September 30, 2006, average net daily production from the underlying properties was 2,883 Boe per day. 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. 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 interest 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 interest. 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 interest.

        MV Partners' interest in the underlying properties after deducting the net profits interest 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 interest and all of the net proceeds thereafter. The trust units retained by the two members of MV Partners, which represent approximately 35% of the trust units following the closing of this offering, assuming no exercise of the underwriters' option to purchase additional trust units, are subject to lock-up arrangements. See "Trust Units Eligible for Future Sale—Lock-up Agreements." MV Partners believes that its retained ownership interests in the underlying properties and its members' ownership of trust units, which collectively entitle MV Partners and its members 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 interest.

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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. See "—Planned Development and Workover Program" for a summary of MV Partners' development plans. Approximately 98% 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.

•

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 nine months ended September 30, 2006, the average net daily production for the underlying properties in this area was approximately 883 Bbls of oil.



•

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 nine months ended September 30, 2006, the average net daily production for the underlying properties in this area was approximately 1,237 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, the drilling of infill development wells, 3-D seismic surveys, workover programs and implementing new technologies in various projects.

        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 $12.8 million to drill approximately 65 development wells in ten project areas and approximately $4.1 million for recompletions and workovers of existing wells. 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. The trust is not directly obligated to pay any portion of any capital expenditures made with respect to the underlying properties; however, capital expenditures made by MV Partners with respect to the underlying properties will be deducted from the gross proceeds in calculating the net proceeds from which cash will be paid to the trust. As a result, the trust will indirectly bear an 80% (subject to certain limitations during the final three years of the trust, as described below) share of any capital expenditures made with respect to the underlying properties. Accordingly, higher or lower capital expenditures will, in general, directly decrease or increase, respectively, the cash received by the trust in respect of its net profits interest. As the cash received by the trust in respect of the net profits interest will be reduced by the trust's pro rata share of these capital expenditures, MV Partners expects that it

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will incur capital expenditures with respect to the underlying properties throughout the term of the trust on a basis that balances the impact of the capital expenditures on current cash distributions to the trust unitholders with the longer term benefits of increased oil and natural gas production expected to result from the capital expenditures. In addition, MV Partners may establish a capital reserve of up to $1.0 million in the aggregate at any given time to reduce the impact on distributions of uneven capital expenditure timing.

        MV Partners, as the operator of the underlying properties, is entitled to make all determinations related to capital expenditures with respect to the underlying properties, and there are no limitations on the amount of capital expenditures that MV Partners may incur with respect to the underlying properties, except as described below. As the trust unitholders would not be expected to fully realize the benefits of capital expenditures made with respect to the underlying properties towards the end of the term of the trust, 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 interest), capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interest 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 Interest."

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 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 70 years and, according to the 2005 Kansas Geological Survey, were the largest and the third largest operators of oil properties in Kansas, respectively, measured by production. As of June 30, 2006, MV Partners held interests in approximately 985 gross (902 net) producing 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 nine months ended September 30, 2006, MV Partners had revenues and net income of $35.5 million and $13.6 million, respectively, compared to revenues and net income for the nine months ended September 30, 2005 of $25.8 million and $8.8 million, respectively. As of September 30, 2006, MV Partners had total assets of $72.9 million and total liabilities of $106.4 million, including bank debt outstanding of $83.0 million. As of June 30, 2006, the underlying properties owned by MV Partners had a PV-10 of $358.7 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 September 30, 2006, MV Partners would have had total assets of $51.0 million and total liabilities of $164.5 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.

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Key Investment Considerations

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

•

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 through 2010 which hedge contracts are intended to provide returns to unitholders and reduce the fluctuations in cash distributions to unitholders resulting from fluctuations in crude oil prices. As these hedge contracts 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.



•

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.



•

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



•

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. See "—Planned Development and Workover Program" for a summary of MV Partners' development plans. These locations are currently classified as proved undeveloped reserves on the reserve report. 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.



•

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.

8

•

Aligned Interests of Sponsor.    Following the closing of this offering, MV Partners and its members 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. This 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 interest and (2) the ownership by the members of MV Partners 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.



•

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 86% 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 $71 per barrel of oil that hedge approximately 80% 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.



•

Diversified Well Locations.    The proved reserves attributable to the underlying properties are allocated among approximately 985 producing wells located in 20 counties in Kansas and Colorado. As a 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 Interest.    As of June 30, 2006, estimated proved reserves attributable to the underlying properties were approximately 98% oil and 2% 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 interest, 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 interest 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 interest as of June 30, 2006, are net of the trust's proportionate share of all estimated costs deducted from revenue pursuant to the terms of the conveyance creating the net profits interest and include only the reserves attributable to the

9

underlying properties that are expected to be produced within the term of the net profits interest. 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	$	784,132	$	358,737
Underlying properties (80%)(3)	11,302	1,006	71	11,516	$	523,423	$	278,629
Net profits interest(4)	7,318	683	48	7,463	$	523,423	$	278,629
Amount per trust unit(5)	—	—	—	—	$	45.52	$	24.23

(1)

The present values of estimated future net revenues for the underlying properties and the net profits interest 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 $358.7 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' interest in the properties comprising the underlying properties.

(3)

Reflects 80% of proved reserves attributable to the underlying properties expected to be produced within the term of the net profits interest 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 interest 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 interest reflect quantities expected to be produced during the term of the net profits interest 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.

10

        Annual Production Attributable to Net Profits Interest.    The following graph shows estimated monthly production of total proved reserves attributable to the net profits interest during the term of the net profits interest 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 within the next five years. For a description of MV Partners' planned development, workover and recompletion programs over the next five years, see "The Underlying Properties—Planned Development and Workover Program."

Estimated Annual Production of Proved Reserves
Attributable to the Net Profits Interest

11

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 nine-month periods ended September 30, 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,									Nine months ended September 30
			2003			2004			2005			2005			2006
			(in thousands)
Revenues:
	Oil sales		$	34,610		$	44,364		$	57,353		$	41,971		$	50,061
	Natural gas sales			562			571			609			373			432
	Natural gas liquid sales			247			294			312			220			247
	Hedge and other derivative activity			(7,383	)		(14,403	)		(22,319	)		(16,825	)		(15,459	)
		Total		28,036			30,826			35,955			25,739			35,281
Direct operating expenses:
	Lease operating expenses			10,156			10,430			11,307			8,440			8,702
	Lease maintenance			1,334			1,454			1,916			1,385			1,598
	Lease overhead			2,047			2,015			2,068			1,533			1,655
	Production and property tax			1,322			1,389			1,867			1,404			2,794
		Total		14,859			15,288			17,158			12,762			14,749
Excess of revenues over direct operating expenses			$	13,177		$	15,538		$	18,797		$	12,977		$	20,532

        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. These hedging arrangements have now expired and will not impact the amount of cash available for distribution to the trust. The settlement prices of the existing hedge contracts range from $56 to $71 and are more consistent with current crude oil prices. 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 nine months ended September 30, 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

12

understand the operating performance of the underlying properties unaffected by these hedging arrangements and other derivatives, which have now expired. The management of MV Partners uses this information for similar purposes. These amounts should not be considered in isolation from or as a substitute for any other financial measure.

	Year ended December 31,						Nine months ended September 30,
	2003		2004		2005		2005		2006
	(in thousands)
Excess of revenues over direct operating expenses	$	13,177	$	15,538	$	18,797	$	12,977	$	20,532
Hedge and other derivative activity		7,383		14,403		22,319		16,825		15,459
Excess of revenues over direct operating expenses excluding hedge and other derivative activity	$	20,560	$	29,941	$	41,116	$	29,802	$	35,991

        Under the terms of the conveyance of the net profits interest, 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 reserve amounts may not exceed $1.0 million in the aggregate at any given time), 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 nine-month periods ended September 30, 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,						Nine months ended September 30,
			2003		2004		2005		2005		2006
Operating data:
	Sales volumes:
		Oil (MBbls)		1,198		1,127		1,058		788		771
		Natural gas (MMcf)		116		104		89		64		76
	Average prices:
		Oil (per Bbl)	$	28.89	$	39.37	$	54.21	$	53.25	$	64.91
		Natural gas (per Mcf)	$	4.84	$	5.51	$	6.83	$	5.86	$	5.68
Capital expenditures (in thousands):
	Property acquisition		$	1,108	$	1,380	$	1,895	$	1,388	$	1,051
	Well development			172		297		381		350		131
		Total	$	1,280	$	1,677	$	2,276	$	1,738	$	1,182

13

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 and 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. Actual prices paid for oil, natural gas and natural gas liquids expected to be produced from the underlying properties in 2007 will likely differ from these hypothetical prices 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. For example, the published average monthly closing NYMEX crude oil spot price per Bbl was $68.22 for the nine months ended September 30, 2006, with the monthly closing prices ranging from $61.41 to $74.40 during such period. 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."

14

        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 interest, 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. The actual production amounts, commodity prices and costs for 2007, however, are not known for certain, and the projected financial information should not be relied upon as being necessarily indicative of future results. 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."

15

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		$	11,727
		Lease maintenance and development expenses			5,135
		Lease overhead expenses			2,239
		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 interest				$	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."

16

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, other than the 1,125,000 trust units being offered by MV Energy and VAP-I pursuant to the underwriters' option to purchase additional trust units and the proceeds derived therefrom. MV Partners will use the net proceeds from this offering to repay existing indebtedness, and to repurchase a portion of the outstanding equity interests of VAP-I, to make a cash distribution to the members of MV Partners or any combination of the foregoing. 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 15th 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 15, 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 interest	The net profits interest will be conveyed to the trust out of MV Partners' interests in the properties comprising the underlying properties. The net profits interest 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.

17

Termination of the trust	The net profits interest 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 interest), and the trust will soon thereafter wind up its affairs and terminate.
Net proceeds	The conveyance creating the net profits interest 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, lease overhead 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 reserve amounts may not exceed $1.0 million in the aggregate at any given time), 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 interest. 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."

18

Reserves

Based on the reserve report, the net profits interest 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 interest should be treated as a debt instrument for federal income tax purposes, and a trust unitholder in that event will be required to include in such trust unitholder's income its 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 such trust unitholder's share of any income on the trust's hedges. If the net profits interest is not treated as a debt instrument, then a trust unitholder would be allowed to recoup its basis in the net profits interest on a schedule that is in proportion to production from the net profits interest and that is more favorable to a trust unitholder than the schedule on which basis will be recovered if the net profits interest is treated as a debt instrument for federal income tax purposes. However, the deductions that would be allowed to an individual trust unitholder in that event may be itemized deductions, the deductibility of which would be subject to limitations that may or may not apply depending upon the trust unitholder's circumstances. 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 interest, which has a finite economic life.

19

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 $62.91 as of September 30, 2006.

        MV Partners has entered into hedge contracts relating to a portion of the oil volumes expected to be produced from the underlying properties, and will assign to the trust the right to receive 80% of the proceeds from these contracts. These hedge contracts, however, do not cover all of the oil volumes that are expected to be produced during the term of the trust. Furthermore, MV Partners has not entered into any hedge contracts relating to oil volumes expected to be produced after 2010, and the terms of the conveyance of the net profits interest will prohibit MV Partners from entering into new hedging arrangements following the completion of this offering. As a result, the amounts of the cash distributions may fluctuate significantly after 2010 as a result of changes in commodity prices because there will be no hedge contracts in place to reduce the effects of any changes in commodity prices. 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

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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.

Actual reserves and future net revenues may be less than current estimates of proved reserves, which could reduce cash distributions by the trust and the value of the trust units.

        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 interest. 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 interest and the estimated future net revenues attributable to the net profits interest 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 interest. The quantities of reserves attributable to the underlying properties and the net profits interest 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.

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The trust and the public trust unitholders will have no voting or managerial rights with respect to MV Partners, the operator of the underlying properties. As a result, public trust unitholders will have no ability to influence the operation of the underlying properties.

        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 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 public 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 public 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.

Shortages of oil field equipment, services and qualified personnel available to MV Partners could reduce the amount of cash available for distribution.

        The demand for qualified and experienced field personnel to drill wells and conduct field operations, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with oil and natural gas prices, causing periodic shortages. Historically, there have been shortages of drilling rigs and other oilfield equipment as demand for rigs and equipment has increased along with the number of wells being drilled. These factors also cause significant increases in costs for equipment, services and personnel. Higher oil and natural gas prices generally stimulate demand and result in increased prices for drilling rigs, crews and associated supplies, equipment and services. As part of its development plan for the underlying properties, MV Partners expects to drill approximately 65 development wells and conduct recompletion and workover operations on existing wells included in the underlying properties. See "The Underlying Properties—Planned Development and Workover Program" for a description of MV Partners' development plans. Shortages of field personnel and equipment or price increases could significantly decrease the amount of cash available for distribution to the trust unitholders, or restrict the ability of MV Partners to drill the wells and conduct the operations which it currently has planned for the underlying properties.

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. Under these circumstances, trust unitholders will have no ability to prevent MV Partners from transferring the underlying properties to another operator, even if the trust unitholders do not believe that operator would operate the underlying properties in the same manner as MV Partners.

        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 interest is 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 interest 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 interest of the trust, and the net proceeds attributable to the transferred property will be calculated as part of

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the computation of net proceeds described in this prospectus. MV Partners may delegate to the transferee responsibility for all of MV Partners' obligations relating to the net profits interest on the portion of the underlying properties transferred.

        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 State of Kansas 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 interest 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 interest 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 rates may vary from those estimated. The net profits interest 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 interest).

        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 interest during a specified period preceding the termination of the net profits interest, MV Partners may choose to delay certain capital projects that may otherwise benefit the trust unitholders until the termination of the net profits interest. 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 interest and any activity reasonably related to such ownership, including activities required or permitted by the terms of the conveyance related to the net profits interest. 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 interest.

        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 interest may cease to produce in commercial quantities and the trust may, therefore, cease to receive any distributions of net proceeds therefrom.

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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 interest. 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 interest and dissolve the trust prior to the expected termination of the trust. As a result, trust unitholders may not recover their investment.

        The trustee must sell the net profits interest 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 interest if the annual gross proceeds from the underlying properties attributable to the net profits interest are less than $1.0 million for each of any two consecutive years. The sale of the net profits interest will result in the dissolution of the trust. The net proceeds of any such sale will be distributed to the trust unitholders.

        The net profits interest 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 interest). 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 interest. Therefore, the market price of the trust units will likely diminish towards the end of the term of the net profits interest because the cash distributions from the trust will cease at the termination of such net profits interest and the trust will have no right to any additional production from the underlying properties after the term of the net profits interest.

The disposal by the two members of MV Partners of their remaining trust units may reduce the market price of the trust units.

        The two members of 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. The two members of MV Partners may use some or all of the remaining trust units they own 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 they sell additional trust units or exchange 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 Unitholders." MV Partners, its members and certain of their affiliates have agreed to lock-up agreements that prohibit them from selling any trust units for a period of 180 days after the date of this prospectus without the consent of Raymond

24

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 registration statement or a shelf registration statement to register the resale of the remaining trust units held by MV Partners and any transferee of the trust units upon request by such holders. 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 interest has been performed.

        The number of trust units to be delivered to MV Partners in exchange for the net profits interest 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 interest 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 interest 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 interest 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 sold the net profits interest 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. As a result, distributions made to a unitholder over the life of these depleting assets may not 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. These decisions include 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, or increasing development expenditures on the underlying properties during the final years of the term of the trust, which expenditures will benefit the unitholders only to the extent that they reduce the natural decline in oil and natural gas production during the term of the trust by an amount that more than offsets the cost of these development expenditures.



•

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

25

properties subject to the net profits interest 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 interest in connection with a sale of a portion of the underlying properties to which such net profits interest relates. In such an event, the trust is entitled to receive its proportionate share of the proceeds from the sale attributable to the net profits interest 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 State of Kansas 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 interest. 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. Immediately following the closing of this offering, MV Energy and VAP-I will collectively own approximately 35% of the outstanding trust units (or approximately 25% if the underwriters exercise in full their option to purchase up to an additional 1,125,000 trust units from the members of MV Partners). As a result, it will be difficult to remove or replace the trustee, particularly without the approval of the members of MV Partners.

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

        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 interest. 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. Courts in jurisdictions outside of Delaware, however, may not give effect to such limitation.

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The operations of the properties comprising the underlying properties may result in significant costs and liabilities with respect to environmental and operational safety matters, which could reduce the amount of cash available for distribution to trust unitholders.

        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 properties comprising 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 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 requested a ruling from the IRS regarding the tax treatment of ownership of the trust units, and MV Partners is not aware of any trust units or similar securities issued by other issuers that are subject to the same tax treatment expected to be accorded to the trust units. If the IRS were to determine (and be sustained in that determination) that the trust is not a "grantor trust" for federal income tax purposes, or that the net profits interest is not a debt instrument for federal income tax purposes, the trust unitholders may receive different and less advantageous tax treatment from that described in this prospectus.

        If the net profits interest were not treated as a debt instrument, the deductions allowed to an individual trust unitholder in their recovery of basis in the net profits interest may be itemized

27

deductions, the deductibility of which would be subject to limitations that may or may not apply depending upon the unitholder's circumstances. See "Federal Income Tax Consequences."

        Neither MV Partners nor the trustee has requested a ruling from the IRS regarding these tax questions, and neither MV Partners nor the trust can assure you that such a ruling would be granted if requested or that the IRS will not challenge this position on audit.

        MV Partners is not aware of any trust units or similar securities representing interests in an entity treated as a grantor trust for federal income tax purposes where the entity holds as its principal asset a production payment treated for federal income tax purposes as a debt instrument that is subject to the current final Treasury regulations governing contingent payment debt instruments. See "Federal Income Tax Consequences." Thus, MV Partners does not believe that there are trust units or similar securities issued by other issuers that receive the same tax treatment expected to be accorded to the trust units.

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

The trust's net profits interest 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 interest.

        MV Partners will record the conveyance of the net profits interest 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 conveyance will constitute fully conveyed and vested property interests in the trust under Kansas law. If in a bankruptcy proceeding in which MV Partners becomes involved as a debtor a determination were made that the conveyance constitutes an executory contract and the net profits interest is 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 interest in the pending bankruptcy proceeding.

        Oil and gas leases are real property interests under Colorado law. The net profits interest is a non-operating, non-possessory interest 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 interest may not be treated as a real property interest under the laws of Colorado. MV Partners intends to record the conveyance of the net profits interest 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 interest relating to the underlying properties located in Colorado should be treated as a fully conveyed personal property interest 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 interest is not a fully conveyed personal property interest 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 interest in the pending bankruptcy proceeding.

If the financial position of MV Partners degrades in the future, MV Partners may not be able to satisfy its obligations to the trust.

        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 provides that MV Partners will be obligated to market, or cause to be

28

marketed, the production related to the underlying properties. In addition, MV Partners is obligated to convey to the trust 80% of all proceeds it receives upon settlement of the hedge contracts.

        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, its obligations to counterparties related to the hedge contracts and its obligations to the trust with respect 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. If the obligation of MV Partners to convey 80% of the proceeds it receives upon settlement of the hedge contracts were not assumed in a bankruptcy proceeding involving MV Partners, the trust would not be entitled to receive future payments from MV Partners from the settlement of the hedge contracts. 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. A default by any of the hedge contract counterparties could reduce the amount of cash available for distribution to the trust unitholders.

        In the event that any of the counterparties to the hedge contracts 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 interest 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. MV Energy and VAP-I will each receive $10.5 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 $58.0 million of indebtedness of MV Partners under its bank credit facility and to use the remaining $80.0 million to repurchase certain equity interests in VAP-I, the owner of a 50% interest in MV Partners, for distributions to the members of MV Partners or any combination of the foregoing. As of September 30, 2006, MV Partners' bank credit facility bore interest at 6.6% per annum and matures on December 19, 2008.

31

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. All of the member interests in MV Partners are owned by MV Energy and VAP-I. MV Partners will sell all of its retained trust units to MV Energy and VAP-I upon the completion of this offering.

        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 and VAP-I 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 modern, commercially available techniques and technologies to more completely develop the reserves attributable to the underlying properties. MV Partners is utilizing 3-D seismic technology to further delineate development well locations based on traditional subsurface mapping. In addition to using 3-D seismic technology, MV Partners is working on other programs to

32

use developing 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 interest during a specified period preceding the termination of the net profits interest. See "Computation of Net Proceeds—Net Profits Interest."

        Vess Oil is an independent oil and gas operating company and, according to the 2005 Kansas Geological Survey, was the largest operator in the State of Kansas based on volume of oil produced and sold in 2005. 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 September 30, 2006, Vess Oil employed 15 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, was the third-largest operator in the State of Kansas based on volume of oil produced and sold in 2005. 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 an 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 September 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.

33

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 September 30, 2006, and for the nine-month periods ended September 30, 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 nine months ended September 30, 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-24. 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 September 30, 2006, in the case of the pro forma balance sheet information as of September 30, 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 nine months ended September 30, 2006.

	Year ended December 31,						Nine months ended September 30,				Pro forma
Historical results											December 31, 2005		September 30, 2006
	2003		2004		2005		2005		2006
	(in thousands)
Revenue	$	28,046	$	31,045	$	36,162	$	25,786	$	35,510	$	16,000	$	13,578
Net earnings (loss)		7,090		10,341		13,125		8,788		13,638		10,530		7,749
Total assets (at period end)		65,165		64,437		68,303		78,836		72,943		N/A		51,037
Long-term liabilities, excluding current maturities (at period end)		29,484		35,176		91,793		8,279		96,483		N/A		143,516

        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 September 30, 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 September 30, 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,			Nine months ended September 30,
Historical results
	2003	2004	2005	2005	2006
Production (MBoe)	1,219	1,147	1,076	801	787
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.

        None of the members of the executive management team receive compensation from the trust or MV Partners. Instead, 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, primarily at the field level. The fee is based on a monthly charge per active operated well and is payable to the entity that operates the particular well on behalf of MV Partners. In 2005, the aggregate overhead fee paid to Vess Oil and Murfin Drilling was approximately $2.1 million. The fee is adjusted annually and will increase or decrease each year based on changes in the Overhead Adjustment Index published by the Council of Petroleum Accountants Societies for that year. In addition, MV Partners pays a monthly administrative services fee to MV Energy for certain corporate administrative and accounting services arranged by MV Energy. Most of these services are performed on behalf of MV Energy by Murfin Drilling and, therefore, MV Energy transmits the entire administrative services fee to Murfin Drilling. The fee is currently $5,000 per month and will increase by 4% each year commencing in January 2007. MV Partners, MV Energy, Vess Oil and Murfin Drilling do not separately allocate or accrue compensation expense for the services performed by employees of Vess Oil or Murfin Drilling on behalf of MV Partners or MV Energy, and their compensation from Vess Oil or Murfin Drilling, as the case may be, is not directly related to the services they perform on behalf of MV Partners or MV Energy. Vess Oil and Murfin Drilling are not contractually obligated to provide the corporate administrative and accounting services on behalf of MV Partners or MV Energy other than the operation of the underlying properties, and MV Partners and MV Energy may contract for the provision of the corporate administrative and accounting services from other parties at any time. Furthermore, none of the members of the executive management team are contractually obligated to continue performing services on behalf of MV Partners and neither Vess Oil nor Murfin Drilling are contractually obligated to make their employees available to perform such services.

        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	Function Performed on Behalf of 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

35

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 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

36

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.

Beneficial Ownership of MV Partners

        The following chart shows the ownership structure of MV Partners.

        The following table sets forth, as of December 1, 2006, 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.

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        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.

Name of Beneficial Owner	Percentage of Member Interests Beneficially Owned
MV Energy, LLC(1)	68.7	%
VAP-I, LLC(2)	50.0	%
Vess Acquisition Group, L.L.C.(3)	34.3	%
Murfin, Inc.(4)	35.6	%
J. Michael Vess(5)	34.0	%
David L. Murfin(6)	28.9	%
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)	62.9	%

(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 37.4% of VAP-I, LLC, which owns 50.0% 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 37.4% and 2.6%, respectively, of the member interests of VAP-I, LLC. The address of VAP-I, LLC is 1700 Waterfront, Building 500, Wichita, Kansas 67206.

(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 68.7% of the member interests of MV Partners through its ownership of a 50% member interest in MV Partners and a 37.4% 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 1700 Waterfront, Building 500, Wichita, Kansas 67206.

(4)

Murfin, Inc. owns 50% of the member interests of MV Energy, LLC, the sole manager of MV Partners. MV Energy owns 68.7% of the member interests of MV Partners through its ownership of a 50% member interest in MV Partners and a 37.4% member interest in VAP-I, LLC. Murfin, Inc. also owns a 2.6% 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 15.2% 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

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over an additional 18.8% of MV Partners. The address of Mr. Vess is 1700 Waterfront, Building 500, Wichita, Kansas 67206.

(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 The Bank of New York Trust Company, 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 interest to the trust in exchange for all 11,500,000 of the outstanding trust units. In addition, in connection with the trust's first quarterly distribution, MV Partners will contribute cash in an amount equal to the amount that would have been payable to the trust as of the closing of this offering had the net profits interest been in effect with respect to all production from the underlying properties since July 1, 2006. The cash contribution will also include 80% of all amounts paid to MV Partners from hedge contract counterparties for settlements related to the period from July 1, 2006 to the closing of this offering.

        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 interest 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 interest), 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 interest. 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. The administrative services agreement will terminate upon the termination of the net profits interest unless earlier terminated by mutual agreement of the trustee and MV Partners.

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PROJECTED CASH DISTRIBUTIONS

        Immediately prior to the closing of this offering, MV Partners will create the term net profits interest through a conveyance to the trust of a term net profits interest 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 interest 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 interest).

        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



•

the lease operating expenses, lease maintenance and 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.

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        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. Actual prices paid for oil, natural gas and natural gas liquids expected to be produced from the underlying properties in 2007 will likely differ from these hypothetical prices 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. For example, the published average monthly closing NYMEX crude oil spot price per Bbl was $68.22 for the nine months ended September 30, 2006, with the monthly closing prices ranging from $61.41 to $74.40 during such period. 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 interest, 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. The actual production amounts, commodity prices and costs for 2007, however, are not known for certain, and the projected financial information should not be relied upon as being necessarily indicative of future results. 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

42

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."

Projected Cash Distributions				Projection for Twelve Months Ending December 31, 2007, Based on Oil, Natural Gas and Natural Gas Liquid Production in Reserve Report(2)
				(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		$	11,727
		Lease maintenance and development expenses			5,135
		Lease overhead expenses			2,239
		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 interest				$	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.

(2)

The following table sets forth, on a quarterly basis, our projected cash distributions for each of the four quarters in the twelve-month period ending December 31, 2007. Our quarterly forecast is based on the same assumptions utilized for the preparation of the projection for the twelve-month period ending December 31, 2007.

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				Quarter Ending
				March 31, 2007			June 30, 2007			September 30, 2007			December 31, 2007
				(dollars in thousands, except per Bbl, Mcf and trust unit amounts)
Underlying Properties sales volumes:
	Oil (MBbls)				270.4			267.4			281.3			284.9
	Natural gas (MMcf)				34.3			33.3			32.4			31.5
	Natural gas liquids (MBbls)				2.2			2.2			2.1			2.1
Assumed sales price:
	Oil (per Bbl)			$	58.74		$	58.74		$	58.74		$	58.74
	Natural gas (per Mcf)			$	6.85		$	6.85		$	6.85		$	6.85
	Natural gas liquids (Bbls)			$	46.84		$	46.84		$	46.84		$	46.84
Calculation of net proceeds:
	Gross proceeds:
		Oil sales		$	15,884		$	15,709		$	16,520		$	16,733
		Natural gas sales			235			228			222			216
		Natural gas liquid sales			105			102			100			98
		Payments made to settle hedge contracts			(227	)		(227	)		(227	)		(227	)
			Total	$	15,997		$	15,812		$	16,615		$	16,820
	Costs:
		Lease operating expenses		$	2,892		$	2,903		$	2,943		$	2,988
		Lease maintenance and development expenses			293			1,018			2,687			1,140
		Lease overhead expenses			559			559			559			560
		Production and property taxes			591			581			643			662
			Total	$	4,335		$	5,061		$	6,832		$	5,350
Net proceeds				$	11,662		$	10,751		$	9,783		$	11,470
Percentage allocable to net profits interest					80	%		80	%		80	%		80	%
Net proceeds to trust from net profits interest				$	9,330		$	8,601		$	7,826		$	9,176
Amounts payable to MV Partners to settle hedge contracts				$	180		$	205		$	123		$	43
Percentage allocable to trust					80	%		80	%		80	%		80	%
Payments to trust from hedge contracts					144			164			98			34
Total cash proceeds to trust					9,474			8,765			7,924			9,210
Trust administrative expenses					166			166			166			166
Projected cash distribution on trust units				$	9,308		$	8,599		$	7,758		$	9,044
Projected cash distribution per trust unit				$	0.81		$	0.75		$	0.67		$	0.79

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 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 and development expenses, lease overhead expenses and production and property taxes. The increase in the projected cash distributions in the twelve months ending December 31, 2007 compared to the amount of cash that would have been available for distribution in the year ended December 31, 2005 is primarily because of an expected decrease in hedge settlement costs and an expected increase in production from 2005 to 2007. 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.

44

        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 interest, 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 86% 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 $71 per barrel of oil that hedge approximately 80% 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.

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        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 98% oil and 2% 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 interest. These calculations are described under "Computation of Net Proceeds—Net Profits Interest," 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 nine months ended September 30, 2006, on an accrual basis, were 771 MBbls of oil, 76 MMcf of natural gas and 5 MBbl of natural gas liquids. Net sales for the year ended December 31, 2005, on an accrual basis, were 1,058 MBbls of oil, 89 MMcf of natural gas and 5 MBbls of natural gas liquids. The projected increase of estimated production for 2007 is primarily the result of approximately $3.4 million of maintenance and development expenditures on the underlying properties that either have been or are planned to be incurred by MV Partners during the second half of 2006 for well workover and other development activities that are expected to

46

increase production from the underlying properties beginning in late 2006 and through 2007. In addition, MV Partners expects to incur approximately $5.1 million of maintenance and development expenditures during 2007 to further increase production from the underlying properties in 2007. Although MV Partners expects annual production from the underlying properties to decline at an average annual rate of 3.5% over the next 20 years, MV Partners expects the actual annual decline rate to be smaller during the beginning of that period and to increase over the course of that period. The expected increase in the annual decline rate over the course of this 20-year period is primarily a result of the assumption that no additional development drilling or other capital expenditures are made after 2010 on the underlying properties. 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 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 six months ended June 30, 2006 was $1.73 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

47

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.

        During the year ended December 31, 2005, MV Partners incurred costs of approximately $22 million as a result of the settlement of hedging arrangements. Because of the price at which these hedging arrangements settled compared to the market price of crude oil, the excess of revenues over direct operating expenses for the underlying properties during the year ended December 31, 2005 was significantly decreased from what it otherwise would have been had these hedging arrangements not been in place. Using the hypothetical oil prices in the projected cash distributions table above, the projected cash distributions include an estimated cost of $358,000 related to hedge settlements in 2007. This estimated decrease in hedge settlement costs between 2005 and 2007 is the primary reason for the increase in projected cash distributions between 2005 and 2007.

        Costs.    For 2007, MV Partners estimates lease operating expenses to be $11.7 million, lease maintenance and development expenses to be $5.1 million, lease overhead expenses to be $2.2 million and production and property taxes to be $2.5 million. For the nine months ended September 30, 2006, lease operating expenses were $8.7 million, lease maintenance and development expenses were $2.8 million, lease overhead expenses were $1.7 million and production and property taxes were $2.8 million. 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 Interest." MV Partners expects its costs in 2007 to be substantially the same as its expected costs in 2006 after giving effect to capital projects expected to be undertaken during the third and fourth quarters of 2006.

        Administrative Expense.    Trust administrative expense for 2007 is assumed to be $662,000. 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 interest 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 $358.7 million. During the nine months ended September 30, 2006, average net daily production from the underlying properties was 2,883 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 interest 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 interest, calculated as 80% of the proved reserves attributable to the underlying properties expected to be produced during the term of the net profits interest. 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 interest.

        MV Partners' interest in the underlying properties after deducting the net profits interest 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 interest and all of the net proceeds thereafter. Immediately following the closing of this offering, MV Partners intends to sell at the initial public offering price the 4,000,000 trust units not sold in this offering to its two members, MV Energy and VAP-I, in exchange for cash in the amount of $8.0 million and promissory notes. Each of MV Energy and VAP-I will own 50% of the retained units. These retained trust units are subject to lock-up arrangements. See "Trust Units Eligible for Future Sale—Lock-up Agreements." MV Partners believes that its members' retained ownership interests will provide sufficient incentive for MV Partners 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 interest.

        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

49

between sweet and sour with 33 to 34 gravity averages. Most of the producing wells to which the 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 nine-month periods ended September 30, 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,									Nine months ended September 30,
			2003			2004			2005			2005			2006
			(in thousands, except operating data)
Revenues:
	Oil sales		$	34,610		$	44,364		$	57,353		$	41,971		$	50,061
	Natural gas sales			562			571			609			373			432
	Natural gas liquid sales			247			294			312			220			247
	Hedge and other derivative activity			(7,383	)		(14,403	)		(22,319	)		(16,825	)		(15,459	)
		Total		28,036			30,826			35,955			25,739			35,281
Direct operating expenses:
	Lease operating expenses			10,156			10,430			11,307			8,440			8,702
	Lease maintenance			1,334			1,454			1,916			1,385			1,598
	Lease overhead			2,047			2,015			2,068			1,533			1,655
	Production and property tax			1,322			1,389			1,867			1,404			2,794
		Total		14,859			15,288			17,158			12,762			14,749
Excess of revenues over direct operating expenses			$	13,177		$	15,538		$	18,797		$	12,977		$	20,532

        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. These hedging arrangements have now expired and

50

will not impact the amount of cash available for distribution to the trust. The settlement prices of the existing hedge contracts range from $56 to $71 and are more consistent with current crude oil prices.

        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 nine-month periods ended September 30, 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,						Nine months ended September 30,
			2003		2004		2005		2005		2006
Operating data:
	Sales volumes:
		Oil (MBbls)		1,198		1,127		1,058		788		771
		Natural gas (MMcf)		116		104		89		64		76
	Average Prices:
		Oil (per Bbl)	$	28.89	$	39.37	$	54.21	$	53.25	$	64.91
		Natural gas (per Mcf)	$	4.84	$	5.51	$	6.83	$	5.86	$	5.68
Capital expenditures (in thousands):
	Property acquisition		$	1,108	$	1,380	$	1,895	$	1,388	$	1,051
	Well development			172		297		381		350		131
		Total	$	1,280	$	1,677	$	2,276	$	1,738	$	1,182

Discussion and Analysis of Historical Results of the Underlying Properties

Comparison of Results of the Underlying Properties for the Nine Months Ended September 30, 2006 and 2005

        Excess of revenues over direct operating expenses for the underlying properties was $20.5 million for the nine months ended September 30, 2006, compared to $13.0 million for the nine months ended September 30, 2005. 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 an increase in direct operating expenses and a decrease in hedge and other derivative expense.

        Revenues.    Revenues from oil, natural gas and natural gas liquid sales increased $8.2 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 $53.25 per Bbl for the nine months ended September 30, 2005 to $64.91 per Bbl for the nine months ended September 30, 2006. The increase in revenues was also the result of a small decrease in the average price received for natural gas sold from $5.86 per Mcf for the nine months ended September 30, 2005 to $5.68 per Mcf for the nine months ended September 30, 2006, as well as a small increase in volumes sold.

        Hedge and Other Derivative Activities.    Hedge and other derivative activities expense decreased from $16.8 million for the nine months ended September 30, 2005 to $15.5 million for the nine months ended September 30, 2006. This decrease was due to an increase in ineffectiveness of hedges and other derivatives then in place being recorded to the expense account and a decrease in realized hedge losses for the period.

        At September 30, 2006, MV Partners recorded a $1.2 million expense for ineffectiveness of hedges and other derivatives compared to a $0.3 million expense at September 30, 2005. The increase in ineffectiveness during the nine months ended September 30, 2006 compared to the nine months ended September 30, 2005 is partially the result of additional hedge and other derivative contracts placed during the last quarter of 2005. At September 30, 2005, MV Partners had open swap agreements covering the next 15 months and no open collar transactions. At September 30, 2006, MV Partners had

51

open swap agreements covering the next 51 month periods and an open collar transaction covering the 12 months of 2007 which increased the volume of hedges and the exposure to hedge ineffectiveness compared to September 30, 2005. The change in value of the open collar transaction resulted in an expense of $0.3 million for the nine months ended September 30, 2006.

        Hedge ineffectiveness of the swap agreements is the result of various factors including changes in the average crude oil price and changes in the basis differential between the NYMEX price and the price actually received by MV Partners. An increase in the basis differential, the increase in the price of crude oil and the extended hedge and derivative contracts all combined to increase the expense associated with the swap agreements for the nine months ended September 30, 2006 by $0.9 million.

        In addition, a portion of the increase in hedge and other derivative expense was due to the higher average NYMEX price per Bbl of crude oil for the first nine months of 2006 of $68.22 compared to $55.40 for the first nine months of 2005. The weighted average settlement price of hedges and other derivatives for the first nine months of 2006 was $46.37 compared to $27.01 for the first nine months of 2005. The remainder of the increase was due to 69,402 more Bbls of oil being subject to hedge arrangements during the first nine months of 2006.

        Hedge ineffectiveness and actual hedge losses increased during the period of rising oil prices as experienced from 2003 to 2005 when the average NYMEX price per barrel of crude oil went from $31.07 to $56.56. Hedge ineffectiveness and hedge losses typically decrease during periods of flat or declining oil prices. Because commodity prices can fluctuate significantly, past performance of our hedges is not necessarily indicative of their future performance.

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

        Volumes.    The small decrease in overall production sales volumes was less than the natural decline of the underlying properties. The additional production to partially offset the natural decline of the underlying properties during the nine months ended September 30, 2006 compared to the nine months ended September 30, 2005 is primarily attributable to lower production caused by an ice storm in Kansas during the first quarter of 2005 and the results of MV Partners' development program in the first nine months of 2006.

        Direct operating expenses.    Direct operating expenses increased from $12.8 million for the nine months ended September 30, 2005 to $14.7 million for the nine months ended September 30, 2006. This increase was primarily a result of an increase in production and property tax, 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.

        Lease maintenance expense.    The increase in lease maintenance expense was primarily due to the timing of scheduled projects in the first nine months of 2006.

        Production and Property Taxes.    Production and property taxes increased as a result of the increases in the price of crude oil and 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.

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        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.

        Hedge and Other Derivative Activities.    Hedge 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, a $0.8 million expense for ineffectiveness was recorded 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 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

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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.

        Hedge and Other Derivative Activities.    Hedge 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.

Liquidity and Capital Resources

        MV Partners acquired the underlying properties in two transactions, the first of which was in 1998 and the second of which was in 1999. 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 uses of capital have been to service its debt requirements, for development of working interests in its oil and natural gas properties located in Kansas and eastern Colorado and for distributions. It continually monitors its capital resources available to meet its future financial obligations and planned capital expenditures. For more information regarding the liquidity and capital resources of MV Partners, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations of MV Partners—Liquidity and Capital Resources."

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.

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        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. From June 30, 2006 through December 31, 2010, MV Partners' crude oil price risk management positions in swap contracts and collar arrangements are 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	—		—		—
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	56,500		66.24	—		—		—
February 2009	56,500		66.24	—		—		—
March 2009	56,500		66.24	—		—		—
April 2009	56,500		66.24	—		—		—

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May 2009	56,500	$	66.24	—	$	—	$	—
June 2009	56,500		66.24	—		—		—
July 2009	56,500		66.24	—		—		—
August 2009	56,500		66.24	—		—		—
September 2009	56,500		66.24	—		—		—
October 2009	56,500		66.24	—		—		—
November 2009	56,500		66.24	—		—		—
December 2009	56,500		66.24	—		—		—
January 2010	53,150		65.03	—		—		—
February 2010	53,150		65.03	—		—		—
March 2010	53,150		65.03	—		—		—
April 2010	53,150		65.03	—		—		—
May 2010	53,150		65.03	—		—		—
June 2010	53,150		65.03	—		—		—
July 2010	53,150		65.03	—		—		—
August 2010	53,150		65.03	—		—		—
September 2010	53,150		65.03	—		—		—
October 2010	53,150		65.03	—		—		—
November 2010	53,150		65.03	—		—		—
December 2010	53,150		65.03	—		—		—

        MV Partners has agreed to convey to the trust 80% of all proceeds that it receives upon settlement of the hedge contracts. There are certain risks associated with this conveyance in the event that MV Partners becomes involved as a debtor in bankruptcy proceedings. See "Risk Factors—If the financial position of MV Partners degrades in the future, MV Partners may not be able to satisfy its obligations to the trust." In addition, the aggregate amounts paid by MV Partners on settlement of the hedge contracts will be deducted from the gross proceeds available for payment to the trust under the net profits interest. See "Computation of Net Proceeds—Net Profits Interest."

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.

        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

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        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

        During the nine months ended September 30, 2006, MV Partners drilled, completed and commenced production with respect to three wells on the underlying properties. MV Partners continued its drilling program in the El Dorado Area in October 2006 with the commencement of drilling of seven additional wells. As of November 30, 2006, three of these seven wells had been completed and were producing, one well was in the process of being completed and completion of the remaining three wells is scheduled for the first half of December 2006. MV Partners expects to commence operations on one additional drilling well in the El Dorado Area near the end of 2006. MV Partners also drilled and set casing on an additional Kansas well during November 2006 and has scheduled completion operations to commence in December 2006. MV Partners has also entered into drilling contracts for two additional Bemis Field wells scheduled to commence during December 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

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.

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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 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.

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        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, workovers of existing wells and the drilling of infill development wells.

        The development program that MV Partners currently intends to implement over the next five years with respect to the underlying properties categorized as proved undeveloped reserves consists of drilling 66 development wells, 51 recompletion and workover projects, 16 polymer stimulations and 1 waterflood project. The development program that MV Partners currently intends to implement over the next five years with respect to the underlying properties categorized as proved developed non-producing reserves consists of 4 well reactivation projects, 10 injection well workover projects, 1 recompletion project and 28 well workover projects.

        Recently, MV Partners undertook a 3-D seismic survey covering several leases constituting a part of the underlying properties. These leases have over 30 undrilled offset locations of varying quality based on offset production and subsurface mapping. The 3-D data was utilized to refine the subsurface mapping with respect to the size of mapped sink holes and define smaller structural features along the edges of the main formation reservoir. Using this data, MV Partners has scheduled the drilling of 14 proved undeveloped locations over the next five years. In the future, MV Partners plans to expand its 3-D seismic program into other fields constituting a part of the underlying properties.

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        MV Partners is also utilizing modern, commercially available technology in various projects, including its work with the Petroleum Technology Transfer Council to implement better applications of gelled polymers in certain reservoirs to increase oil production while reducing associated water production. These treatments are designed to seal the high-permeability channels connecting the water-bearing portions of the reservoir directly to the wellbore. These seals are created by treating the well with a stable polymer gel that shuts-off fluid movement in the channels, which allows bypassed areas of the reservoir to be swept by water and which may result in additional oil being brought to the wellbore. MV Partners has also dedicated significant resources to the study of injecting carbon dioxide into certain reservoirs in Kansas to recover additional otherwise lost oil reserves. This project was partially funded by the Department of Energy in conjunction with the Tertiary Oil Recovery Project at the University of Kansas. MV Partners has achieved successful results using gas gun stimulation in certain workover projects on the properties comprising the underlying properties. Gas gun stimulation is a commercially available technology that involves using a tool that generates a burst of high-pressure gas which creates microfractures in the formation across the perforated reservoir interval.

        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 $12.8 million to drill approximately 65 development wells in ten project areas and approximately $4.1 million for recompletion and workovers of existing wells. 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. The trust is not directly obligated to pay any portion of any capital expenditures made with respect to the underlying properties; however, capital expenditures made by MV Partners with respect to the underlying properties will be deducted from the gross proceeds in calculating the net proceeds from which cash will be paid to the trust. As a result, the trust will indirectly bear an 80% (subject to certain limitations during the final three years of the trust, as described below) share of any capital expenditures made with respect to the underlying properties. Accordingly, higher or lower capital expenditures will, in general, directly decrease or increase, respectively, the cash received by the trust in respect of its net profits interest. As the cash received by the trust in respect of the net profits interest will be reduced by the trust's pro rata share of these capital expenditures, MV Partners expects that it will incur capital expenditures with respect to the underlying properties throughout the term of the trust on a basis that balances the impact of the capital expenditures on current cash distributions to the trust unitholders with the longer term benefits of increased oil and natural gas production expected to result from the capital expenditures. In addition, MV Partners may establish a capital reserve of up to $1.0 million in the aggregate at any given time to reduce the impact on distributions of uneven capital expenditure timing.

        MV Partners, as the operator of the underlying properties, is entitled to make all determinations related to capital expenditures with respect to the underlying properties, and there are no limitations on the amount of capital expenditures that MV Partners may incur with respect to the underlying properties, except as described below. As the trust unitholders would not be expected to fully realize the benefits of capital expenditures made with respect to the underlying properties towards the end of the term of the trust, 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 interest), capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interest 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 Interest." 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

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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 interest 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 interest 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 interest. The reserves and net revenues attributable to the net profits interest include only the reserves attributable to the underlying properties that are expected to be produced within the term of the net profits interest 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 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 interest because future net revenues are not subject to taxation at the MV Partners or trust level.

        Proved Reserves of Underlying Properties and the Net Profits Interest.    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 interest, 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 Interest(3)
		(in thousands)
Proved Reserves:
	Oil (MBbls)		18,424		11,302		7,318
	Natural gas (MMcf)		1,422		1,006		683
	Natural gas liquids (MBbls)		106		71		48
	Oil equivalents (MBoe)		18,730		11,516		7,463
Future net revenues		$	784,132	$	523,423	$	523,423
Discounted estimated future net revenues(4)		$	358,737	$	278,629	$	278,629
Standardized measure(5)		$	358,737	$	278,629	$	$278,629

(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 interest based on the reserve report.

(3)

Proved reserves for the net profits interest 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

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estimated costs that are deducted in calculating net proceeds. Accordingly, proved reserves for the net profits interest reflect quantities expected to be produced during the term of the net profits interest 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 interest 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 $358.7 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 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(1)	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

(1)

Reserve revisions in 2005 reflect the increase in crude oil prices during the year which has lengthened the economic life of the underlying properties and thereby increased recoverable reserves. In addition, in 2005 MV Partners expanded the scope of its maintenance and development project scheduling from a forward range of 24 to 36 months to 60 months, which also increased recoverable reserves. This expanded scope reflects management's budgeted project activity over the 60 month period commencing January 1, 2006. The expanded scope accommodates additional infield drilling, recompletion and workover projects in the El Dorado Area in addition to 14 Bemis infield drilling locations that have been further refined by recent 3-D seismic activity.

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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 State of Kansas 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 interest 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 interest, without the consent of the trust unitholders. In addition, MV Partners may, without the consent of the trust unitholders, require the trust to release the net profits interest associated with any lease that accounts for less than or equal to 0.25% of the total production from the underlying properties in the prior 12 months and provided that the net profits interest covered by 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 interest. 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 interest, 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 interest 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. A substantial portion of the crude oil produced from the underlying properties is sold to Eaglwing, L.P. and SemCrude, L.P. The members of MV Energy and certain members of MV Partners' other member, VAP-I, including each of Messrs. Vess and Murfin, own minority interests in Eaglwing and SemCrude. Each of these purchasers buys crude oil from MV Partners at market prices, and MV Partners does not have a contract with either purchaser for the sale of crude oil production. MV Partners does not believe that the loss of either of these parties as a purchaser of crude oil production from the underlying properties would have a material impact on the business or operations of MV Partners or the underlying properties because of the competitive marketing conditions in Kansas as described above.

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        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.

        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 interest 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.

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        MV Partners will record the conveyance of the net profits interest 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 conveyance 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 interest, 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 interest is not a fully conveyed property interest 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 interest 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 interest may not be treated as a real property interest under the laws of Colorado. MV Partners intends, however, to record the conveyance of the net profits interest 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 interest relating to the underlying properties located in Colorado should be treated as a fully conveyed personal property interest 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 interest is not a fully conveyed personal property interest 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 interest in the pending bankruptcy proceeding. Although no assurance can be given, MV Partners does not believe that the conveyance of the net profits interest 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, 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.

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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, 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 the existing laws, rules and regulations to which the operations of the properties comprising the underlying properties are subject that are material to the operation of the underlying properties.

        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

66

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.

        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 interest, 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 Interest

        The term net profits interest 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% and an average net revenue interest of approximately 81% in the properties comprising the underlying properties.

        The conveyance creating the net profits interest 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 interest 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 (other than amounts received for certain future non-consent operations), 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) other than costs and expenses for certain future non-consent operations;



•

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;



•

costs paid to counterparties under the hedge contracts or to the persons that provide credit to maintain any hedge contracts, excluding any hedge settlement amounts;



•

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 interest) (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.

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        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 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 86% 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 $71 per barrel of oil that hedge approximately 80% 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. From June 30, 2006 through December 31, 2010, MV Partners' crude oil price risk management positions in swap contracts and collar arrangements are 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	678,000		66.24	—		—		—
2010	637,800		65.03	—		—		—

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 interest. 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

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interest. 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 transfer, the underlying properties will continue to be subject to the net profits interest, and the net proceeds attributable to the transferred property will be calculated as part of the computation of net proceeds described in this prospectus.

        In addition, MV Partners may, without the consent of the trust unitholders, require the trust to release the net profits interest associated with any lease that accounts for less than or equal to 0.25% of the total production from the underlying properties in the prior 12 months and provided that the net profits interest covered by 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 interest. 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.

        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. 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 State of Kansas 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 interest as a burden on such property. Upon termination of the lease, the portion of the net profits interest 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 interest 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 interest in consideration of receipt of 11,500,000 trust units. In addition, in connection with the trust's first quarterly distribution, MV Partners will contribute cash in an amount equal to the amount that would have been payable to the trust as of the closing of this offering had the net profits interest been in effect with respect to all production from the underlying properties since July 1, 2006. The cash contribution will also include 80% of all amounts paid to MV Partners from hedge contract counterparties for settlements related to the period from July 1, 2006 to the closing of this offering. After the offering made hereby, MV Partners will own its net interests in the underlying properties subject to and burdened by the net profits interest. 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 interest for the benefit of the trust unitholders pursuant to an agreement between MV Partners, the trustee and the Delaware trustee. The net profits interest is 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 interest, 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 interest and any activity reasonably related to such ownership, including activities required or permitted by the terms of the conveyance related to the net profits interest. 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

72

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.

Assets of the Trust

        Upon completion of this offering, the assets of the trust will consist of the net profits interest, 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 interest 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.

        In connection with the formation of the trust, the trustee entered into several agreements with MV Partners that impose obligations upon MV Partners that are enforceable by the trustee on behalf of the trust. For example, when making decisions with respect to the development, operation, abandonment or sale of the underlying properties, MV Partners is obligated under the terms of the conveyance of the net profits interest to act as a reasonably prudent operator in the State of Kansas 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 interest. In addition, 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 in a good and workmanlike manner in accordance with the sound and prudent practices of providers of similar services. The trustee has the power and authority under the trust agreement to enforce these agreements on behalf 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

73

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 interest. 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.

        The trust may not acquire any asset except the net profits interest, 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 interest 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 interest. No trust unitholder approval is required in this event.

        The trustee will distribute the net proceeds from any sale of the net profits interest 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 interest in such a way that the net profits interest becomes a working interest or that the trust becomes an operating business.

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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 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 will not make business decisions affecting the assets of the trust except to the extent it enforces its rights under the conveyance agreement related to the net profits interest and the administrative services agreement described above under "—Duties and Powers of the Trustee" that will be executed in connection with this offering. Therefore, substantially all of the trustee's functions under the trust agreement are expected to be ministerial in nature. See "—Duties and 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 its own 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.

        The trustee may consult with counsel, accountants, tax advisors, geologists, 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.

        Except as expressly set forth in the trust agreement, neither the trustee, the Delaware trustee nor the other indemnified parties have any duties or liabilities, including fiduciary duties, to the trust or any

75

trust unitholder. The provisions of the trust agreement, to the extent they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties of these persons otherwise existing at law or in equity, are agreed by the trust unitholders to replace such other duties and liabilities of these persons.

Duration of the Trust; Sale of the Net Profits Interest

        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 interest). The trust will dissolve prior to its termination if:

•

the trust sells the net profits interest;



•

annual gross proceeds attributable to the net profits interest 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.

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 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 units will be in book-entry form only and will not be represented by certificates. 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 interest, 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 15^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 15, 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

77

meeting of trust unitholders unless such meeting is called by the trust unitholders, in which case the 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	The trustee shall not be liable to the trust unitholders for any of its acts or omissions absent its own fraud, gross negligence or bad faith.	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 agreements described below and in "Underwriting."

Lock-up Agreements

        In connection with this offering, MV Partners, its members and certain of their affiliates have 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 these lock-up arrangements. Upon the expiration of these lock-up agreements, 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

        The trust intends to enter into a registration rights agreement with MV Partners in connection with MV Partners' contribution to the trust of the net profits interest. In the registration rights agreement, the trust will agree, for the benefit of MV Partners and any transferee of the trust units (each, a "holder"), to register the trust units it holds. Specifically, the trust will agree:

•

subject to the restrictions described above under "—Lock-up Agreements" and under "Underwriting—Lock-up Agreements," to use its reasonable best efforts to file a registration statement, including, if so requested, a shelf registration statement, with the SEC as promptly as practicable following receipt of a notice requesting the filing of a registration statement from holders representing a majority of the then outstanding registrable trust units;



•

to use its reasonable best efforts to cause the registration statement or shelf registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; and



•

to continuously maintain the effectiveness of the registration statement under the Securities Act for 90 days (or for three years if a shelf registration statement is requested) after the effectiveness thereof or until the trust units covered by the registration statement have been sold pursuant to such registration statement or until all registrable trust units:



•

have been sold pursuant to Rule 144 under the Securities Act if the transferee thereof does not receive "restricted securities;"



•

have been sold in a private transaction in which the transferor's rights under the registration rights agreement are not assigned to the transferee of the trust units; or



•

become eligible for resale pursuant to Rule 144(k) (or any similar rule then in effect under the Securities Act).

The holders will have the right to require the trust to file up to three registration statements and will have piggyback registration rights in certain circumstances.

        In connection with the preparation and filing of any registration statement, MV Partners will bear all costs and expenses incidental to any registration statement, excluding certain internal expenses of the trust, which will be borne by the trustee, and any underwriting discounts and commissions, which will be borne by the seller of the trust units.

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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 not a U.S. trust unitholder.

        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.

        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.

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

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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 Interest

        Based on representations made by MV Partners regarding the expected economic life of the underlying properties and the expected duration of the net profits interest, the net profits interest 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 interest 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 interest (treated as a debt instrument for U.S. federal income tax purposes). The remainder of this discussion assumes that the net profits interest 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 interest 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.

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 interest in the amounts described below, regardless of whether the U.S. trust unitholder uses the cash or accrual method of tax accounting.

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        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 MV Partners at 250 N. Water, Suite 300, Wichita, Kansas 67202, Attention: President.

        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 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

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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.

        As the effect of the trust's right to receive payments under the hedge contracts is not definitively addressed by presently existing authorities, the net profits interest may not be treated as a debt instrument for federal income tax purposes. Specifically, the right to receive payments on the hedge contracts could be integrated with the net profits interest and deemed to be a source other than production for repayment of the net profits interest, which characterization could adversely affect the qualification of the net profits interest as a production payment, and thus as a debt instrument, under Section 636 of the Code. However, tax counsel believes that the integration of the two interests, if asserted, would be unlikely to be sustained, as any such integration would be contrary to the form of the conveyances to the trust and inconsistent with the applicable authorities.

        If the net profits interest is not treated as a debt instrument, a trust unitholder would be allowed to recoup its basis in the net profits interest on a schedule that is in proportion to expected production from the net profits interest, with the effect that a trust unitholder would be entitled to deductions in respect of basis recovery on a schedule that is more favorable compared to the trust unitholder's entitlement to treat a portion of its receipts as return of principal if the net profits interest is treated, in accordance with tax counsel's opinion, as a debt instrument. In that case, however, the deductions so allowed may be itemized deductions, the deductibility of which would be subject to limitations that disallow itemized deductions that are less than 2% of a taxpayer's adjusted gross income, or reduce the amount of itemized deductions that are otherwise allowable by the lesser of (i) 3% of (A) adjusted gross income over (B) $100,000 ($50,000 in the case of a separate return by a married individual) and (ii) 80% of the amount of itemized deductions that are otherwise allowable, or both. Although the matter is not free from doubt, tax counsel believes that, if the issue became relevant as a result of the classification of the net profits interest as other than a debt instrument, deductions in respect of basis recovery should not be itemized deductions, as the deductions should, under Section 62(a)(4) of the Code, be considered deductions that are attributable to property held for the production of royalty income.

        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. As discussed immediately above, certain miscellaneous itemized deductions of an individual taxpayer are subject to limitations on deductibility. 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

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limitations. A U.S. trust unitholder will be required to recognize ordinary income with respect to payments received by the trust under the 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.

        Gain recognized upon a sale or exchange of a trust unit attributable to the net profits interest (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.

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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.

Sale or Exchange of Trust Units

        The net profits interest 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, is 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 of the net profits interest, 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

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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.

        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 taxed 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.

        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 interest 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.

        Kansas income tax law generally conforms to the federal income tax laws, meaning that for Kansas income tax purposes, the trust should be treated as a grantor trust, a trust unitholder should be considered to own and receive his or her share of the trust's assets and income, and the net profits interest should be treated as a debt instrument. An individual trust unitholder who is a nonresident of Kansas generally will not be subject to Kansas income tax on his share of the trust's income, except to the extent the trust units are employed by such trust unitholder in a trade, business, profession or occupation carried on in Kansas. In general, an individual trust unitholder will not be deemed to carry on a trade, business, profession or occupation in Kansas solely by reason of the purchase and sale of

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trust units for such nonresident's own account as an investor. An individual trust unitholder who is a resident of Kansas will be subject to Kansas income tax on his share of the trust's income. The trust should not be required to withhold Kansas income tax from distributions made to an individual resident or nonresident trust unitholder as long as the trust is taxed as a grantor trust under the Code.

        Colorado has an income tax applicable to individuals; however, the treatment of income from the trust units is unclear under Colorado law. An individual trust unitholder who is a nonresident of Colorado may be required to file Colorado income tax returns and/or pay taxes in Colorado on his share of the trust's income. An individual trust unitholder who is a resident of Colorado will be subject to tax on his share of the trust's income attributable to Colorado. It is anticipated that no more than 5.5% of the trust's income will be attributable to Colorado. Moreover, individual trust unitholders may be subject to penalties for failure to comply with such requirements. The trust should not be required to withhold taxes under Colorado law from distributions made to individual trust unitholders.

        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



•

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.

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SELLING TRUST UNITHOLDERS

        Immediately prior to the closing of the offering made hereby, MV Partners will convey to the trust the net profits interest in exchange for 11,500,000 trust units. Of those trust units, 7,500,000 are being offered hereby and 4,000,000 will be sold to MV Energy and VAP-I upon the completion of this offering, 1,125,000 of which will be subject to purchase by the underwriters from MV Energy and VAP-I in a subsequent resale pursuant to the underwriters' option to purchase additional trust units. These members of 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, MV Energy and VAP-I have 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 unitholders' 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 Unitholders				Number of trust units being offered
	Number	Percentage			Number	Percentage
MV Partners	11,500,000	100.0	%	7,500,000	—	—
MV Energy	—	—		—	2,000,000	17.4	%
VAP-I	—	—		—	2,000,000	17.4	%

        Immediately following the closing of this offering, MV Partners intends to sell at the initial public offering price the 4,000,000 trust units not sold in this offering to its two members, MV Energy and VAP-I, in exchange for cash in the amount of $8.0 million and promissory notes. Each of MV Energy and VAP-I will own 50% of the retained units.

        Prior to this offering, there has been no public market for the trust units. Therefore, if MV Energy or VAP-I disposes of their retained trust units, 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 cannot be predicted. 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.
A.G. Edwards & Sons, Inc.
RBC Capital Markets Corporation
Oppenheimer & Co. 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.

Option to Purchase Additional Trust Units

        MV Partners and its members have 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 and commissions 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, MV Energy and VAP-I will pay to the underwriters (dollars in thousands, except per unit). The amounts are

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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
Proceeds, before expenses, to MV Energy and VAP-I

        MV Partners 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.

        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 Agreements

        Subject to specified exceptions, MV Partners, its members and certain of their affiliates have 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. These agreements also preclude 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. 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. Raymond James & Associates, Inc. does not have any present intent or any understanding to 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

93

•

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



•

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 its members 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

94

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." In connection with the listing of the trust units on the New York Stock Exchange, the underwriters will undertake to sell round lots of 100 units or more to a minimum of 400 beneficial owners.

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 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.

95

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 interest 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 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.

97

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

98

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

99

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 Nine Months Ended September 30, 2005 and 2006 (unaudited)
	Notes to Statements of Historical Revenue and Direct Operating Expenses
MV Oil Trust:
	Report of Independent Registered Public Accounting Firm
	Statements of Assets and Trust Corpus as of August 11, 2006 and as of September 30, 2006 (unaudited)
	Notes to Statements of Assets and Trust Corpus
	Unaudited Pro Forma Financial Information
		Unaudited Pro Forma Statement of Assets and Trust Corpus as of September 30, 2006
		Unaudited Pro Forma Statements of Distributable Income for the Year Ended December 31, 2005, and for the Nine Months Ended September 30, 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,									Nine months ended September 30,
			2003			2004			2005			2005			2006
												(unaudited)			(unaudited)
Revenues
	Oil sales		$	34,609,502		$	44,363,815		$	57,353,041		$	41,970,844		$	50,060,887
	Natural gas sales			561,680			570,634			608,830			373,208			431,713
	Natural gas liquid sales			248,479			293,948			311,916			219,696			247,323
	Hedge and other derivative activity			(7,383,262	)		(14,402,644	)		(22,318,871	)		(16,825,095	)		(15,458,896	)
		Total revenues		28,036,399			30,825,753			35,954,916			25,738,653			35,281,027
Direct operating expenses
	Lease operating expenses			10,155,934			10,429,962			11,307,182			8,439,928			8,702,290
	Lease maintenance			1,334,366			1,453,895			1,916,009			1,384,899			1,598,223
	Lease overhead			2,047,102			2,014,514			2,068,378			1,533,247			1,655,025
	Production and property tax			1,322,275			1,389,287			1,866,426			1,403,426			2,793,926
		Total direct operating expenses		14,859,677			15,287,658			17,157,995			12,761,500			14,749,464
Excess of revenues over direct operating expenses			$	13,176,722		$	15,538,095		$	18,796,921		$	12,977,153		$	20,531,563

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 nine months ended September 30, 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 or 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 nine months ended September 30, 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, except that the results of operations for the nine months ended September 30, 2006 include a charge for $592,708 that represents ad valorem tax expense for the prior year that was not accrued at December 31, 2005. MV's management does not

F-4

expect that the correction of this error will be material to the financial statements for the year ended December 31, 2006.

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.

F-5

        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(1)	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

(1)

Reserve revisions in 2005 reflect the increase in crude oil prices during the year which has lengthened the economic life of the underlying properties and thereby increased recoverable reserves. In addition, in 2005 MV Partners expanded the scope of its maintenance and development project scheduling from a forward range of 24 to 36 months to 60 months, which also increased recoverable reserves. This expanded scope reflects management's budgeted project activity over the 60 month period commencing January 1, 2006. The expanded scope accommodates additional infield drilling, recompletion and workover projects in the El Dorado Area in addition to 14 Bemis infield drilling locations that have been further refined by recent 3-D seismic activity.

        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 current value of the underlying properties. It and the other information contained in the following

F-6

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 MV 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

        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

F-7

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-8

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-9

MV OIL TRUST

STATEMENTS OF ASSETS AND TRUST CORPUS

	August 11, 2006		September 30, 2006
			(unaudited)
ASSETS
Cash	$	1,000	$	1,000
TRUST CORPUS
Trust Corpus	$	1,000	$	1,000

The accompanying notes are an integral part of these financial statements.

F-10

MV Oil Trust

NOTES TO STATEMENTS 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, The Bank of New York Trust Company, N.A., as Trustee (the "Trustee"), and Wilmington Trust Company, as Delaware Trustee (the "Delaware Trustee").

        The Trust was created to acquire and hold a term net profits interest for the benefit of the Trust unitholders pursuant to a conveyance from MV Partners to the Trust. The term net profits interest is an interest 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 interest is 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 interest entitles 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 interest 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 interest 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-11

        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 interest 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.

2.

Interim Financial Statements

        The financial information as of September 30, 2006 is unaudited. The Trust has had no operations for the period from inception through September 30, 2006.

3.

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 interest 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 profits interest 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 15th 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-12

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 interest 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 September 30, 2006, giving effect to the net profits interest conveyance as if it occurred on September 30, 2006. The unaudited pro forma statements of distributable income for the year ended December 31, 2005 and the nine months ended September 30, 2006, give effect to the net profits interest 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 interest 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 assets and trust corpus assumes a September 30, 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 nine months ended September 30, 2006 have been prepared assuming trust formation and net profits interest conveyance on January 1, 2005.

        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-13

MV Oil Trust

Unaudited Pro Forma Statements of Assets and Trust Corpus

September 30, 2006

	Historical		Adjustments			Pro Forma
ASSETS
Cash	$	1,000	$	—		$	1,000
Investment in the Net Profits Interest		—		33,589,859	(a)		33,589,859
	$	1,000	$	33,589,859		$	33,590,859
TRUST CORPUS
11,500,000 Trust Units Issued and Outstanding	$	1,000	$	33,589,859		$	33,590,859

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

F-14

MV Oil Trust

Unaudited Pro Forma Statements Of Distributable Income

For the year ended December 31, 2005 and nine months ended September 30, 2006

		Year ended December 31, 2005			Nine months ended September 30, 2006
Historical results
	Income from the net profits interest and hedge and other derivative activities	$	13,216,968		$	15,479,830
Pro Forma Adjustments
	Less trust general and administative expenses		60,000	(b)		45,000
	Distributable income	$	13,156,968		$	15,434,830
	Distributable income per unit	$	1.14		$	1.34

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

F-15

MV Oil Trust

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

NOTE A—BASIS OF PRESENTATION

        MV Oil Trust (the "Trust") will own a term net profits interest in oil and gas producing properties located in Kansas and Colorado and owned by MV Partners, LLC. ("MV Partners"). The term net profits interest entitles the Trust to receive 80% of the net proceeds attributable to MV Partners' interest from the sale of production from these properties. The net profits interest 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 profits interest for the benefit of the holders of the trust units. The net profits interest is 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 interest 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 interest 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 interest is recorded initially at the historic cost of MV Partners and 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-16

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

	Year ended December 31, 2005			Nine months ended September 30, 2006
Excess of revenues over direct operating expenses of Underlying Properties including hedge and other derivative activity	$	18,796,921		$	20,531,563
Lease equipment and development costs(1)		2,275,711			1,181,776
Excess of revenues over direct operating expenses and lease equipment and development costs		16,521,210			19,349,787
Times net profits interest over the term of the Trust		80	%		80	%
Income from net profits interest and hedge and other derivative activities	$	13,216,968		$	15,479,830

(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)

MV Partners will convey the net profits interest to the Trust in exchange for 11,500,000 trust units.






The net profits interest is recorded at the historical cost of MV Partners and is calculated as follows:

Oil and gas properties	$	93,804,260
Accumulated depreciation and depletion		(39,770,555	)
Hedge liability		(12,046,381	)
Net property value to be conveyed		41,987,324
Times 80% net profits interest to Trust	$	33,589,859

(b)

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.






Additionally, the Trust estimates incurring $600,000 annually for general and administrative expenses, which includes the annual fee to the Trustees, legal fees, accounting fees, engineering fees, printing costs and other expenses properly chargeable to the Trust. If the estimated expenses were included in the unaudited pro forma statements of distributable income, the distributable income would be $12,556,968, or $1.09 per unit for the year ended December 31, 2005, and $14,984,830, or $1.30 per unit for the nine months ended September 30, 2006.

F-17

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 and VAP-I 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 modern, commercially available techniques and technologies to more completely develop the reserves attributable to the underlying properties. MV Partners is utilizing 3-D seismic technology to further refine development well locations based on traditional subsurface mapping. 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

MV-2

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 interest during a specified period preceding the termination of the net profits interest. See "Computation of Net Proceeds—Net Profits Interest."

        Vess Oil is an independent oil and gas operating company and, according to the 2005 Kansas Geological Survey, was the largest operator in the State of Kansas based on volume of oil produced and sold in 2005. 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 September 30, 2006, Vess Oil employed 15 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, was the third-largest operator in the State of Kansas based on volume of oil produced and sold in 2005. 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 an 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 September 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.

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.

        None of the members of the executive management team receive compensation from the trust or MV Partners. Instead, 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, primarily at the field level. The fee is based on a monthly charge per active operated well and is payable to the entity that operates the particular well on behalf of MV Partners. In 2005, the aggregate overhead fee paid to Vess Oil and Murfin Drilling was approximately $2.1 million. The fee is adjusted annually and will increase or decrease each year

MV-3

based on changes in the Overhead Adjustment Index published by the Council of Petroleum Accountants Societies for that year, year-end index of average weekly earnings of crude petroleum and natural gas workers. In addition, MV Partners pays a monthly administrative services fee to MV Energy for certain corporate administrative and accounting services arranged by MV Energy. Most of these services are performed on behalf of MV Energy by Murfin Drilling and, therefore, MV Energy transmits the entire administrative services fee to Murfin Drilling. The fee is currently $5,000 per month and will increase by 4% each year commencing in January 2007. MV Partners, MV Energy, Vess Oil and Murfin Drilling do not separately allocate or accrue compensation expense for the services performed by employees of Vess Oil or Murfin Drilling on behalf of MV Partners or MV Energy, and their compensation from Vess Oil or Murfin Drilling, as the case may be, is not directly related to the services they perform on behalf of MV Partners or MV Energy. Vess Oil and Murfin Drilling are not contractually obligated to provide the corporate administrative and accounting services on behalf of MV Partners or MV Energy other than the operation of the underlying properties, and MV Partners and MV Energy may contract for the provision of the corporate administrative and accounting services from other parties at any time. Furthermore, none of the members of the executive management team are contractually obligated to continue performing services on behalf of MV Partners and neither Vess Oil nor Murfin Drilling are contractually obligated to make their employees available to perform such services.

        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	Function Performed on Behalf of 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

MV-4

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 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.

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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 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,						Nine Months Ended September 30,
	2003		2004		2005		2005		2006
	(in thousands)
Lease operating expense incurred	$	12,802	$	12,908	$	13,966	$	10,292	$	12,871
Capitalized lease equipment and producing leaseholds cost incurred		1,005		1,277		1,863		1,376		911
Payment of well development costs		172		297		381		350		131
Payment of management fees		60		60		60		45		45
Sale of natural gas		554		549		543		350		413
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, including each of Messrs. Vess and Murfin, own minority interests in Eaglwing, L.P. and SemCrude, L.P., two crude oil purchasers that purchase crude oil production from MV Partners.

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

		Year Ended December 31,						Nine Months Ended September 30,
		2003		2004		2005		2005		2006
Sales(1):
	Eaglwing, L.P.	$	20,321,668	$	26,756,152	$	35,290,153	$	25,738,338	$	37,414,703
	SemCrude, L.P.		10,445,956		13,764,683		17,628,316		12,263,152		8,356,274
		$	30,767,624	$	40,520,835	$	52,918,469	$	38,001,490	$	45,770,977
Trade receivables:
	Eaglwing, L.P.	$	1,724,229	$	2,362,788	$	2,902,791	$	3,279,699	$	4,635,251
	SemCrude, L.P.		879,529		1,214,575		1,624,013		1,507,962		5,597
		$	2,603,758	$	3,577,363	$	4,526,804	$	4,787,661	$	4,640,848

(1)

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

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

Year	Notional volume (Bbls)	Fixed price		December 31, 2005 Fair Value			September 30, 2006 Fair value
2007	495,000	$	63.16 - 65.12	$	54,918		$	(1,815,409	)
2008	360,000		60.70		(869,640	)		(2,630,970	)
	45,000		62.99		24,755			(241,965	)
				$	(789,967	)	$	(4,688,344	)

        MV Partners had no related party contracts as of December 31, 2004. As of December 31, 2005 and September 30, 2006, MV Partners had an outstanding collar transaction with SemCrude 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 $328,215 as of September 30, 2006.

        Messrs. Vess and Murfin are also members of the Board of Directors of the American State Bank & Trust Company, National Association, a private banking institution located in Kansas. The American State Bank & Trust Company is obligated to provide up to approximately $3.0 million of credit pursuant to MV Partners' current bank credit facility as a result of a direct participation certificate between American State Bank & Trust Company and Bank of America, N.A., as administrative agent under the bank credit facility. As of December 1, 2006, American State Bank & Trust Company had outstanding borrowings to MV Partners of approximately $2.7 million under the bank credit facility. These borrowings are expected to be repaid in connection with the refinancing of the bank credit facility using the proceeds from this offering and borrowings under MV Partners' new term loan facility as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations of MV Partners—Liquidity and Capital Resources—Financing Activities."

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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 nine months ended September 30, 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 nine months ended September 30, 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,															Nine Months Ended September 30,
			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		$	25,739		$	35,281
	Interest income			69			20			10			8			207			47			229
	Gain on sale of assets			35			564			—			212			—			—			—
		Total		24,582			24,799			28,046			31,046			36,162			25,786			35,510
Costs and expenses
	Lease operating			15,154			14,528			14,860			15,288			17,158			12,762			14,749
	Depreciation, depletion and amortization			6,053			4,838			5,046			4,252			3,792			2,946			2,397
	General and administrative			291			367			446			448			498			362			453
	Loss on sale of assets			—			—			17			—			89			80			5
	Interest			1,428			891			677			717			1,500			848			4,268
		Total expenses		22,926			20,624			21,046			20,705			23,037			16,998			21,872
Net earnings before accounting change				1,656			4,175			7,000			10,341			13,125			8,788			13,638
	Cumulative effect of change in accounting principle			—			—			90			—			—			—			—
Net earnings			$	1,656		$	4,175		$	7,090		$	10,341		$	13,125		$	8,788		$	13,638
Balance Sheet Data (at end of period):
Oil and gas properties			$	58,407		$	55,114		$	59,250		$	56,857		$	55,284		$	55,669		$	54,034
Total assets				61,993			61,134			65,165			64,437			68,303			78,836			72,943
Working capital				(4,272	)		(473	)		(6,762	)		(6,115	)		(12,185	)		(37,544	)		7,636
Long-term liabilities, excluding current maturities				20,648			25,000			29,484			35,176			91,793			8,279			96,483
Partners' capital (deficit)/Members' deficit				33,655			30,005			23,121			15,697			(48,245	)		9,876			(33,496	)

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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 June 30, 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,						Nine Months Ended September 30
			2003		2004		2005		2005		2006
			(in thousands)
Revenue
	Oil and gas sales		$	28,036	$	30,826	$	35,955	$	25,739	$	35,281
	Interest income			10		8		207		47		229
	Gain on sale of assets			—		212		—		—		—
		Total revenue	$	28,046	$	31,046	$	36,162	$	25,786	$	35,510
Costs and expenses
	Lease operating			14,860		15,288		17,158		12,762		14,749
	Depreciation, depletion and amortization			5,046		4,252		3,792		2,946		2,397
	General and administrative			446		448		498		362		453
	Loss on sale of assets			17		—		89		80		5
	Interest			677		717		1,500		848		4,268
		Total costs and expenses		21,046		20,705		23,037		16,998		21,872
Net earnings before accounting change				7,000		10,341		13,125		8,788		13,638
	Cumulative effect of change in accounting principle			90		—		—		—		—
Net earnings			$	7,090	$	10,341	$	13,125	$	8,788	$	13,638

Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30, 2005

        The financial information with respect to the nine months ended September 30, 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 from oil and natural gas sales increased $9.5 million between these periods. This consists of an increase of $8.2 million of oil and natural gas revenues and a $1.3 million decrease in hedge and other derivative activities expense. The $8.2 million increase in revenues was primarily the result of an increase in the average price received for the oil sold from $53.25 per Bbl for the nine months ended September 30, 2005 to $64.91 per Bbl for the nine months ended September 30, 2006, partially offset by a 17 MBbl decrease in oil volumes sold. The increase in revenues was also the result of a 12,399 Mcf increase in natural gas volumes sold, partially offset by a small decrease in the average price received for the natural gas sold from $5.86 per Mcf for the nine months ended September 30, 2005 to $5.68 per Mcf for the nine months ended September 30, 2006.

        The decrease in hedge and other derivative activity expense of $1.3 million for the nine months ended September 30, 2006 was due to a decrease in realized hedge losses and an increase in ineffectiveness of hedges and other derivatives then in place being recorded to the expense account for the period.

        At September 30, 2006, MV Partners recorded a $1.2 million expense for ineffectiveness of hedges and other derivatives compared to a $0.3 million expense at September 30, 2005. The increase in

MV-12

ineffectiveness during the nine months ended September 30, 2006 compared to the nine months ended September 30, 2005 is partially the result of additional hedge and other derivative contracts placed during the last quarter of 2005. At September 30, 2005, MV Partners had open swap agreements covering the next 15 months and no open collar transactions. At September 30, 2006, MV Partners had open swap agreements covering the next 51 month periods and an open collar transaction covering the 12 months of 2007 which increased the volume of hedges and the exposure to hedge ineffectiveness compared to September 30, 2005. The change in value of the open collar transaction resulted in an expense of $0.3 million for the nine months ended September 30, 2006.

        Hedge ineffectiveness of the swap agreements is the result of various factors including changes in the average crude oil price and changes in the basis differential between the NYMEX price and the price actually received by MV Partners. An increase in the basis differential, the increase in the price of crude oil and the extended hedge and derivative contracts, all combined to increase the expense associated with the swap agreements for the nine months ended September 30, 2006 by $0.9 million.

        In addition, a portion of the increase in hedge and other derivative expense was due to the higher average NYMEX price per Bbl of crude oil for the first nine months of 2006 of $68.22 compared to $55.40 for the first nine months of 2005. The weighted average settlement price of hedges and other derivatives for the first nine months of 2006 was $46.37 compared to $27.01 for the first nine months of 2005. The remainder of the increase was due to 69,402 more Bbls of oil being subject to hedge arrangements during the first nine months of 2006.

        Hedge ineffectiveness and actual hedge losses increased during the period of rising oil prices as experienced from 2003 to 2005 when the average NYMEX price per barrel of crude oil went from $31.07 to $56.56. Hedge ineffectiveness and hedge losses typically decrease during periods of flat or declining oil prices. Because commodity prices can fluctuate significantly, past performance of MV Partners' hedges is not necessarily indicative of their future performance.

Lease operating expenses

        Lease operating expenses increased from $12.8 million for the nine months ended September 30, 2005 to $14.7 million for the nine months ended September 30, 2006. This increase was primarily a result of an increase in production and property tax expense due to the increased price of oil and gas on which the taxes are based and 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. In addition, operating costs associated with primary vendors' fuel increases contributed a small portion of the increase.

Depreciation, depletion and amortization

        Depreciation, depletion and amortization decreased from $2.9 million for the nine months ended September 30, 2005 to $2.4 million for the nine months ended September 30, 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 $0.4 million for the nine months ended September 30, 2005 to $0.5 million for the nine months ended September 30, 2006. This is an increase primarily due to inflation in general costs.

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Loss on sale of assets

        A loss on sales of assets of $0.1 million was recorded for the nine months ended September 30, 2005 compared to a nominal loss recorded for the nine months ended September 30, 2006.

Interest expenses

        Interest expense increased from $0.8 million for the nine months ended September 30, 2005 to $4.3 million for the nine months ended September 30, 2006. This is primarily a result of a financing that took place on December 21, 2005. During the nine months ended September 30, 2005, MV Partners' outstanding debt balance increased from $25.0 million to $38.1 million, while during the nine months ended September 30, 2006, its outstanding debt balance decreased from $90.0 million to $83.0 million. In addition, the weighted average interest rate MV Partners paid on its debt obligations increased from 4.5% during the nine months ended September 30, 2005 to 6.6% during the nine months ended September 30, 2006.

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.

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.

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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.

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.

MV-15

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 uses of capital have been to service its debt requirements, for development of working interests in its oil and natural gas properties located in Kansas and eastern Colorado and for distributions. It continually monitors its capital resources available to meet its future financial obligations and planned capital expenditures.

Cash Flow from Operating Activities

        Net cash provided by operating activities was $17.4 million and $12.2 million for the nine months ended September 30, 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 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 $71 per barrel of oil that hedge approximately 80% 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 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. Any proceeds received by MV Partners upon settlement of the hedge contracts will separately be factored into the calculation of

MV-16

payment due to the trust. From June 30, 2006 through December 31, 2010, MV Partners' crude oil price risk management positions in swap contracts and collar arrangements are 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	678,000		66.24	—		—		—
2010	637,800		65.03	—		—		—

        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 $1.2 million and $1.7 million for the nine months ended September 30, 2006 and 2005, respectively. Capital expenditures for each of the nine months ended September 30, 2006 and September 30, 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 for the nine months ended September 30, 2005.

        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.

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 September 30, 2006, the borrowing base under the bank credit facility was $90.0 million. As of

MV-17

September 30, 2006, the principal amount outstanding under the bank credit facility was $83.0 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 September 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. The current ratio is defined to include the amount of the unused borrowing base as a current asset and to exclude current maturities of the credit facility as well as any current liability resulting from any mark to market accounting under SFAS 133. In addition, MV Partners was 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 September 30, 2006, MV Partners was in compliance with all such covenants.

        In connection with the closing of this offering, MV Partners intends refinance its bank credit facility and terminate that facility using proceeds from this offering and borrowings under a new senior secured term loan facility. The amount that MV Partners can borrow under the term loan facility is limited to $25 million, and MV Partners intends to draw the full amount available under the term loan facility to refinance its bank credit facility. The term loan facility requires MV Partners to repay the outstanding balance on an amortization schedule of $1.25 million per quarter for 20 quarters, beginning March 30, 2007. MV Partners may prepay any or all of its outstanding balance under the term loan facility at any time without penalty, subject to payment of certain costs of the lenders. Borrowings under the term loan facility bear interest, payable quarterly, at MV Partners' option, at (1) a rate (as defined and further described in the term loan 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 offered by the lead bank under the term loan facility plus 2.0% or (2) such bank's Prime Rate.

        Borrowings under the term loan facility are secured by a lien on substantially all of MV Partners' assets and properties, though such lien is expressly made subject to the net profits interest. MV Energy and VAP-I are guarantors under the term loan facility. The term loan 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 term loan facility also requires MV Partners to maintain a consolidated fixed charge coverage ratio of not less than 1.25 to

MV-18

1.0. The consolidated fixed charge coverage ratio is defined to exclude any expense resulting from any mark to market accounting under SFAS 133.

Contractual Obligations

        A summary of MV Partners' contractual obligations as of September 30, 2006 is provided in the following table.

		Payments Due By Period (in thousands)
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt		$	83,000	$	3,000	$	80,000	$	—	$	—
Asset retirement obligation			7,425		—		—		—		7,425
Hedge and other derivative agreements			12,046		2,988		8,642		416		—
	Total	$	102,471	$	5,988	$	88,642	$	416	$	7,425

Off-balance Sheet Arrangements

        As of September 30, 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.

        In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements." SAB No. 108 requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides for a one-time cumulative effect transition adjustment. We have applied the guidance of SAB No. 108 for all periods presented.

MV-19

        In September 2006, the FASB finalized SFAS No. 157, "Fair Value Measurements," which will become effective in 2008. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements; however, it does not require any new fair value measurements. The provisions of SFAS No. 157 will be applied prospectively to fair value measurements and disclosures in our financial statements beginning in the first quarter of 2008. The adoption of SFAS No. 157 is not expected to have a material impact on our consolidated financial position or results of operations.

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 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 $62.91 per Bbl as of September 30, 2006, the fair value of its hedge positions for 2006 was a liability of $11.7 million, which it owed to the counterparty. A 10% increase in the index oil price above the September 30, 2006 price for oil would increase the liability by $17.8 million; conversely, a 10% decrease in the index oil price would decrease the liability by $17.8 million.

        MV Partners also entered into a collar agreement. As of September 30, 2006, the fair market value of its collar agreement was a liability of $0.3 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 September 30, 2006, MV Partners had debt outstanding under its bank credit facility of $83.0 million. The weighted average annual interest rate under the bank credit facility for the nine months ended September 30, 2006 was 6.6%. If prevailing market interest rates had been 1% higher as of September 30, 2006, and all other factors affecting MV Partners' debt remained the same interest expense on an annual basis would have been $0.8 million higher.

MV-20

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,
									September 30, 2006
			2004			2005
									(unaudited)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	3,392,198		$	7,195,848		$	12,438,387
	Accounts receivable—oil and gas sales			3,964,810			4,975,031			5,083,863
	Due from limited partner			—			317,223			—
	Prepaid expenses			92,342			81,937			70,130
		Total current assets		7,449,350			12,570,039			17,592,380
OIL AND GAS PROPERTIES				91,473,017			93,023,277			93,804,260
	Less accumulated depreciation, depletion and amortization			34,616,375			37,739,074			39,770,555
				56,856,642			55,284,203			54,033,705
OTHER ASSETS
	Deferred offering costs			—			—			981,055
	Deferred loan costs, net of accumulated amortization of $256,647 in 2004, $-0- in 2005 and $112,500 in 2006			130,654			448,729			336,229
				130,654			448,729			1,317,284
			$	64,436,646		$	68,302,971		$	72,943,369
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)/MEMBERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable
		Trade	$	48,521		$	110,334		$	310,900
		Related parties		1,287,966			1,520,690			2,987,493
		Due to general partner/Class A member		—			531,234			531,234
	Settlement payable on oil swap agreements			1,290,336			1,592,210			61,801
	Accrued interest			186,604			132,000			76,083
	Current maturities of note payable			—			10,000,000			3,000,000
	Hedge and other derivative agreements			10,750,843			10,868,201			2,988,371
		Total current liabilities		13,564,270			24,754,669			9,955,882
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			7,425,074
	Hedge and other derivative agreements			2,306,806			4,097,769			9,058,010
		Total long-term liabilities		35,175,552			91,792,949			96,483,084
PARTNERS' CAPITAL (DEFICIT)/MEMBERS' DEFICIT
	General partner/Class A member
		Capital account		1,634,524			(17,063,375	)		(11,744,261	)
		Accumulated other comprehensive loss		—			(7,058,949	)		(5,003,538	)
	Limited partner/Class B member
		Capital account		27,119,949			(17,063,374	)		(11,744,260	)
		Accumulated other comprehensive loss		(13,057,649	)		(7,058,949	)		(5,003,538	)
				15,696,824			(48,244,647	)		(33,495,597	)
			$	64,436,646		$	68,302,971		$	72,943,369

The accompanying notes are an integral part of these statements.

MVF-3

MV Partners, LLC

STATEMENTS OF EARNINGS

		Year ended December 31,						Nine months ended September 30,
		2003		2004		2005		2005		2006
								(unaudited)		(unaudited)
Revenue
	Oil and gas sales	$	28,036,399	$	30,825,753	$	35,954,916	$	25,738,653	$	35,281,027
	Interest income		10,352		7,240		207,392		46,896		229,033
	Gain on sale of assets		—		212,058		—		—		—
			28,046,751		31,045,051		36,162,308		25,785,549		35,510,060
Costs and expenses
	Lease operating		14,859,677		15,287,658		17,157,995		12,761,500		14,749,464
	Depreciation, depletion and amortization		5,046,207		4,251,712		3,792,625		2,946,389		2,396,646
	General and administrative		446,439		448,426		497,710		361,830		452,041
	Loss on sale of assets		17,106		—		88,539		79,496		5,498
	Interest		676,774		716,645		1,499,960		847,903		4,268,183
			21,046,203		20,704,441		23,036,829		16,997,118		21,871,832
Net earnings before accounting change			7,000,548		10,340,610		13,125,479		8,788,431		13,638,228
Cumulative effect of change in accounting principle			89,669		—		—		—		—
Net earnings		$	7,090,217	$	10,340,610	$	13,125,479	$	8,788,431	$	13,638,228

The accompanying notes are an integral part of these statements.

MVF-4

MV Partners, LLC

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)/MEMBERS' DEFICIT

Years ended December 31, 2003, 2004 and 2005 and for
the nine-month period ended September 30, 2006 (unaudited)

				General partner/ Class A member						Limited partner/ Class B member
				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	)
Partners' distributions (unaudited)					(1,500,000	)		—			(1,500,000	)		—			(3,000,000	)
Comprehensive income (unaudited)
	Net earnings for the period				6,819,114			—			6,819,114			—			13,638,228
	Reclassification adjustment for realized losses on swap transactions				—			7,133,832			—			7,133,832			14,267,664
	Change in fair value of swap agreements				—			(5,078,421	)		—			(5,078,421	)		(10,156,842	)
			Total comprehensive income														17,749,050
Balance at September 30, 2006 (unaudited)				$	(11,744,261	)	$	(5,003,538	)	$	(11,744,260	)	$	(5,003,538	)	$	(33,495,597	)

The accompanying notes are an integral part of these statements.

MVF-5

MV Partners, LLC

STATEMENTS OF CASH FLOWS

					Year ended December 31,									Nine months ended September 30,
					2003			2004			2005			2005			2006
														(unaudited)			(unaudited)
Cash flows from operating activities
	Net earnings				$	7,090,217		$	10,340,610		$	13,125,479		$	8,788,431		$	13,638,228
	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			2,946,389			2,396,646
		Cummulative effect of accounting change				(89,669	)		—			—			—			—
		Unrealized loss on derivative agreements included in net earnings				—			—			848,072			273,846			1,191,233
		(Gain) loss on sale of assets				17,106			(212,058	)		88,539			79,496			5,498
		Settlements of asset retirement obligations				(130,193	)		(62,925	)		(185,123	)		(92,562	)		(127,476	)
		Other				(49,560	)		—			—			—			—
		Change in operating assets and liabilities
			Accounts receivable			605,971			(1,046,362	)		(1,727,444	)		(1,332,997	)		208,391
			Prepaid expenses			(7,095	)		(1,766	)		10,405			(51,048	)		11,807
			Accounts payable			360,156			(337,255	)		425,771			1,049,398			1,667,369
			Accrued interest			(33,273	)		53,340			(54,604	)		(186,604	)		(55,917	)
			Settlement payable on oil swap agreements			(154,071	)		705,022			301,874			718,869			(1,530,409	)
				Net cash provided by operating activities		12,655,796			13,690,318			16,625,594			12,193,218			17,405,370
Cash flows from investing activities
	Purchase of oil and gas properties					(1,108,463	)		(1,380,257	)		(1,894,933	)		(1,387,917	)		(1,050,575	)
	Well development costs					(172,427	)		(297,140	)		(380,778	)		(350,087	)		(131,201	)
	Proceeds from sale of oil and gas properties					67,971			315,962			119,163			105,000			—
		Net cash used in investing activities				(1,212,919	)		(1,361,435	)		(2,156,548	)		(1,633,004	)		(1,181,776	)
Cash flows from financing activities
	Partners' distributions					(10,700,000	)		(11,650,000	)		(75,206,701	)		(9,350,000	)		(3,000,000	)
	Proceeds from long term debt					—			—			115,000,000			38,133,298			—
	Payments of long term debt					—			—			(50,000,000	)		(25,000,000	)		(7,000,000	)
	Payment of deferred loan costs					(1,614	)		(76,676	)		(458,695	)		(39,875	)		—
	Payment of deferred offering costs					—			—			—			—			(981,055	)
		Net cash provided by (used in) financing activities				(10,701,614	)		(11,726,676	)		(10,665,396	)		3,743,423			(10,981,055	)
Net increase in cash and cash equivalents						741,263			602,207			3,803,650			14,303,637			5,242,539
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		$	17,695,835		$	12,438,387
Supplemental cash flow information
	Cash paid during the period for interest				$	710,047		$	663,305		$	1,554,564		$	1,033,697		$	4,324,100
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			163,972			49,740
	Decrease in asset retirement cost and obligation due to changes in timing of estimated cash flows					767,719			65,988			553,540			276,770			372,520

The accompanying notes are an integral part of these statements.

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MV Partners, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2003, 2004 and 2005
(information for the nine months ended September 30, 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. Subsequent to the date of conversion such balances are reflected as members' equity (deficit). The Class A member (former general partner) and Class B member (former limited partner) have substantially identical rights and obligations to one another, including equal sharing of revenues and expenses. The Class A member serves as the manager of MV Partners, LLC. MV Partners, LLC is scheduled to be dissolved on December 31, 2028.

        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 September 30, 2006 and for the nine months ended September 30, 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, except that the results of operations for the nine months ended September 30,

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2006 include a charge for $592,708 that represents ad valorem tax expense for the prior year that was not accrued at December 31, 2005. MV's management does not expect that the correction of this error will be material to the financial statements for the year ended December 31, 2006. The results of operations for the nine month period ended September 30, 2006 are not necessarily indicative of the results of operations that will be realized for the year ended December 31, 2006.

        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.

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        5.    Interest income

        Interest income is recognized as earned.

        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.

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        10.    Deferred offering costs    

        Deferred offering costs consist of legal, accounting, engineering and other costs associated with the proposed sale of a term net profits interest in the oil and natural gas properties of the Partnership. If the sale is successful, these costs will be netted against the offering proceeds. If the sale is unsuccessful, these costs will be reclassified to operations.

        11.    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.

        12.    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.

        13.    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.

        14.    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.

        In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements." SAB No. 108 requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides

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for a one-time cumulative effect transition adjustment. We have applied the guidance of SAB No. 108 for all periods presented.

        In September 2006, the FASB finalized SFAS No. 157, "Fair Value Measurements," which will become effective in 2008. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements; however, it does not require any new fair value measurements. The provisions of SFAS No. 157 will be applied prospectively to fair value measurements and disclosures in our financial statements beginning in the first quarter of 2008. The adoption of SFAS No. 157 is not expected to have a material impact on our consolidated financial position or results of operations.

NOTE B—OIL AND GAS PROPERTIES

        Oil and gas properties are carried at cost and consist of the following at:

	December 31,
					September 30, 2006
	2004		2005
					(unaudited)
Producing leaseholds	$	65,611,135	$	65,180,888	$	64,951,478
Lease equipment		22,661,044		24,260,772		25,139,964
Well development costs		3,200,838		3,581,617		3,712,818
		91,473,017		93,023,277		93,804,260
Less accumulated depreciation, depreciation and amortization		34,616,375		37,739,074		39,770,555
Net oil and gas properties	$	56,856,642	$	55,284,203	$	54,033,705

        The Partnership's oil and gas activities are conducted entirely in the United States. Costs incurred in oil and gas producing activities for the years ended December 31 and for the nine months ended September 30 are as follows:

		December 31,						September 30,
		2003		2004		2005		2005		2006
								(unaudited)		(unaudited)
Property acquisition costs		$	1,212,418	$	1,428,765	$	2,222,876	$	1,551,889	$	1,100,315
Development costs			172,427		297,140		380,778		350,087		131,201
	Total	$	1,384,845	$	1,725,905	$	2,603,654	$	1,901,976	$	1,231,516

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        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 nine months ended September 30 are as follows:

		December 31,						September 30,
		2003		2004		2005		2005		2006
								(unaudited)		(unaudited)
Revenues from oil and gas sales		$	28,036,399	$	30,825,753	$	35,954,916	$	25,738,653	$	35,281,027
Less
	Lease operating expense		14,859,677		15,287,658		17,157,995		12,761,500		14,749,464
	Depreciation, depletion, and amortization		5,046,207		4,251,712		3,792,625		2,946,389		2,396,646
Income from oil and gas operations		$	8,130,515	$	11,286,383	$	15,004,296	$	10,030,764	$	18,134,917

        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.

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.

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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.

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 is in compliance with the required debt covenants at December 31, 2005 and September 30, 2006 (unaudited).

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 September 30, 2006 (unaudited)). Under these arrangements, the Partnership will effectively receive fixed prices for the oil production hedged. The price source for the

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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 585,213 barrels and 654,615 barrels of crude oil production in the nine months ended September 30, 2005 and 2006, respectively (unaudited). The Partnership produced 788,223 barrels and 771,230 barrels of crude oil in the nine months ended September 30, 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 $16,551,249 and $14,267,664 for the nine months ended September 30, 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 $863,017 for the nine months ended September 30, 2006 (unaudited), which reflects the ineffective portion of the unrealized gain or loss on the hedge at December 31, 2003 and 2005 and September 30, 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 September 30, 2006 statements of earnings.

        The notional volume and fair market value of outstanding swap agreements at December 31, 2004 and 2005 and September 30, 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	)

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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		58.25-58.60 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	)

2006 (Unaudited)

Year	Notional volume	Fixed price		Fair value
2006	42,000 Bbls 166,270 Bbls	$	59.14-59.60 63.96	$	(198,946 (6,591	) )
2007	192,000 Bbls 495,000 Bbls		58.25-58.60 63.16-65.12		(1,781,677 (1,815,409	) )
2008	374,000 Bbls 360,000 Bbls 45,000 Bbls		56.39-56.58 60.70 62.99		(4,172,568 (2,630,970 (241,965	) ) )
2009	480,000 Bbls 198,000 Bbls		64.30-64.60 70.57		(1,153,904 553,354	)
2010	444,000 Bbls 193,800 Bbls		63.30-63.80 68.65		(746,109 476,619	)
				$	(11,718,166	)

        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 ($328,215) at September 30, 2006 (unaudited), which is included in oil swap agreements in the accompanying balance sheets. The resulting loss of $328,215 for the nine months ended September 30, 2006 (unaudited) is reflected as a decrease to oil and gas sales in the accompanying statement of earnings.

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        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. The estimated amount of unrealized loss at December 31, 2005 expected to be reclassified into earnings in the next 12 months is $10,544,349.

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,						September 30,
	2003		2004		2005		2005		2006
							(unaudited)		(unaudited)
Lease operating expense incurred	$	12,801,668	$	12,908,370	$	13,965,723	$	10,292,026	$	12,870,788
Capitalized lease equipment and producing leaseholds costs incurred		1,004,679		1,277,268		1,863,349		1,376,171		911,369
Payment of well development costs		172,427		297,140		380,778		350,087		131,201
Payment of management fees		60,000		60,000		60,000		45,000		45,000
Sale of natural gas		554,270		549,128		542,501		349,711		413,205
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,						September 30,
		2003		2004		2005		2005		2006
								(unaudited)		(unaudited)
Sales(1)
	Eaglwing, L.P.	$	20,321,668	$	26,756,152	$	35,290,153	$	25,738,338	$	37,414,703
	SemCrude, L.P.		10,445,956		13,764,683		17,628,316		12,263,152		8,356,274
		$	30,767,624	$	40,520,835	$	52,918,469	$	38,001,490	$	45,770,977
Trade receivables
	Eaglwing, L.P.	$	1,724,229	$	2,362,788	$	2,902,791	$	3,279,699	$	4,635,251
	SemCrude, L.P.		879,529		1,214,575		1,624,013		1,507,962		5,597
		$	2,603,758	$	3,577,363	$	4,526,804	$	4,787,661	$	4,640,848

(1)

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

MVF-16

        A summary of the Partnership's outstanding swap agreements with SemCrude, L.P. are as follows: (The Partnership had no related party contracts at December 31, 2004.)

Year	Notional volume	Fixed price		December 31, 2005 Fair value			September 30, 2006 Fair value
							(unaudited)
2007	495,000 Bbls	$	63.16-65.12	$	54,918		$	(1,815,409	)
2008	360,000 Bbls 45,000 Bbls		60.70 62.99		(869,640 24,755	)		(2,630,970 (241,965	) )
				$	(789,967	)	$	(4,688,344	)

        At December 31, 2005 and September 30, 2006 (unaudited), the Partnership had an outstanding collar transaction with SemCrude, L.P. 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 ($328,215) at September 30, 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 91% of the Partnership's trade receivables balance at December 31, 2004 and 2005 and September 30, 2006 (unaudited), 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

MVF-17

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 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.

MVF-18

        The activity in the asset retirement obligation during the years ended December 31 and for the period ended September 30, 2006 is as follows:

	December 31,
							September 30, 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			49,740
Liabilities settled during the period		(62,925	)		(185,123	)		(127,476	)
Decrease in asset retirement obligation due to changes in timing of estimated cash flows		(65,988	)		(553,540	)		(372,520	)
Accretion expense		240,422			237,154			180,150
Asset retirement obligation—end of period	$	7,868,746		$	7,695,180		$	7,425,074

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.

MVF-19

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-20

        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(1)	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

(1)

Reserve revisions in 2005 reflect the increase in crude oil prices during the year which has lengthened the economic life of the underlying properties and thereby increased recoverable reserves. In addition, in 2005 MV Partners expanded the scope of its maintenance and development project scheduling from a forward range of 24 to 36 months to 60 months, which also increased recoverable reserves. This expanded scope reflects management's budgeted project activity over the 60 month period commencing January 1, 2006. The expanded scope accommodates additional infield drilling, recompletion and workover projects in the El Dorado Area in addition to 14 Bemis infield drilling locations that have been further refined by recent 3-D seismic activity.

        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.

MVF-21

        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;



•

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.

MVF-22

        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-23

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 and the payment of long-term debt obligations by MV Partners. The unaudited pro forma balance sheet is presented as of September 30, 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 September 30, 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 nine months ended September 30, 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-24

MV Partners, LLC

UNAUDITED PRO FORMA BALANCE SHEET

				September 30, 2006
				Historical			Adjustments			Pro Forma
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	12,438,387		$	8,981,055	(a)	$	21,419,442
	Accounts receivable—oil and gas sales				5,083,863			—			5,083,863
	Note receivable—related parties				—			3,683,429	(b)		3,683,429
	Prepaid expenses				70,130			—			70,130
			Total current assets		17,592,380			12,664,484			30,256,864
OIL AND GAS PROPERTIES AND EQUIPMENT					93,804,260			(58,313,082)	(c)		35,491,178
	Less accumulated depreciation, depletion and amortization				39,770,555			(24,723,223)	(c)		15,047,332
					54,033,705			(33,589,859)	(c)		20,443,846
OTHER ASSETS
	Deferred offering costs				981,055			(981,055)	(d)		—
	Deferred loan costs, net of accumulated amortization of $112,500 in 2006				336,229			—			336,229
			Total other assets		1,317,284			(981,055	)		336,229
				$	72,943,369		$	(21,906,430	)	$	51,036,939
LIABILITIES AND MEMBERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable
		Trade		$	310,900		$	—		$	310,900
		Related parties			2,987,493			—			2,987,493
		Due to Class A member			531,234			—			531,234
	Settlement payable on oil swap agreements				61,801			—			61,801
	Accrued interest				76,083			—			76,083
	Deferred gain on sale							9,060,505	(d)		9,060,505
	Current maturities of note payable				3,000,000			2,000,000	(e)		5,000,000
	Hedge and other derivative agreements				2,988,371			—			2,988,371
			Total current liabilities		9,955,882			11,060,505			21,016,387
LONG-TERM LIABILITIES, less current maturities
	Note payable				80,000,000			(60,000,000)	(e)		20,000,000
	Deferred gain on sale				—			107,033,065	(d)		107,033,065
	Asset retirement obligation				7,425,074			—			7,425,074
	Hedge and other derivative agreements				9,058,010			—			9,058,010
			Total long-term liabilities		96,483,084			47,033,065			143,516,149
MEMBERS' DEFICIT
	Class A member
		Capital account			(11,744,261	)		(40,000,000)	(f)		(51,744,261	)
		Accumulated other comprehensive loss			(5,003,538	)		—			(5,003,538	)
	Class B member
		Capital account			(11,744,260	)		(40,000,000)	(g)		(51,744,260	)
		Accumulated other comprehensive loss			(5,003,538	)		—			(5,003,538	)
					(33,495,597	)		(80,000,000	)		(113,495,597	)
				$	72,943,369		$	(21,906,430	)	$	51,036,939

The accompanying notes are an integral part of these unaudited pro forma financial statements.

MVF-25

MV Partners, LLC

UNAUDITED PRO FORMA STATEMENTS OF EARNINGS

		Year ended December 31, 2005							Nine months ended September 30, 2006
		Historical		Adjustments			Pro Forma		Historical		Adjustments			Pro Forma
Revenue
	Oil and gas sales	$	35,954,916	$	(28,763,933)	(h)	$	7,190,983	$	35,281,027	$	(28,224,822)	(h)	$	7,056,205
	Gain on sale of assets		—		8,602,002	(i)		8,602,002		—		6,293,240	(i)		6,293,240
	Interest income		207,392		—			207,392		229,033		—			229,033
			36,162,308		(20,161,931	)		16,000,377		35,510,060		(21,931,582	)		13,578,478
Costs and expenses
	Lease operating		17,157,995		(13,726,396)	(j)		3,431,599		14,749,464		(11,799,571)	(j)		2,949,893
	Depreciation, depletion and amortization		3,792,625		(2,403,770)	(k)		1,388,855		2,396,646		(1,554,151)	(k)		842,495
	General and administrative		497,710		—			497,710		452,041		—			452,041
	Loss on sale of assets		88,539		—			88,539		5,498		—			5,498
	Interest		1,499,960		(1,436,311)	(l)		63,649		4,268,183		(2,688,523)	(l)		1,579,660
			23,036,829		(17,566,477	)		5,470,352		21,871,832		(16,042,245	)		5,829,587
Net earnings (loss)		$	13,125,479	$	(2,595,454	)	$	10,530,025	$	13,638,228	$	(5,889,337	)	$	7,748,891

The accompanying notes are an integral part of these unaudited pro forma financial statements.

MVF-26

MV Partners, LLC

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

NOTE A—BASIS OF PRESENTATION

        MV Partners will convey the net profits interest 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 interest entitles 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 interest 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 $58.0 million of indebtedness of MV Partners under its bank credit facility and to distribute the remaining $80.0 million to its members.

        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). As of September 30, 2006, MV Partners had incurred $981,055 of these direct transaction costs.

        MV Partners will sell 7,500,000 of the trust units to the public for cash of $150.0 million and recognize a deferred gain of $116.1 million. The deferred gain will be recognized in income over the life of the net profits interest based on production. MV Partners will also sell 4,000,000 of the trust units to its members in exchange for a cash down payment of $8.0 million and notes receivable for $72.0 million in the aggregate. The notes will be paid off in forty (40) quarterly payments beginning July 2007, including interest at 7.25%. The notes will be collateralized by each member's ownership interest in MV Partners. In accordance with accounting rules for transactions among related parties, the notes receivable were recorded at the historical carrying value of the trust units sold to the members and no gain on sale has been reflected. The excess of payments over the historical carrying value will be recorded as capital contributions by the members.

        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-27

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 sale 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:

		September 30, 2006
(a)	Gross cash proceeds from the sale of the trust units	$	150,000,000
	Cash down payment on related party notes		8,000,000
	Partial repayment of outstanding borrowing on revolving credit facility		(58,000,000	)
	Payment of estimated remaining transaction fees and costs from the sale of trust units		(11,018,945	)
	Distribution to members		(80,000,000	)
		$	8,981,055
(b)	Receivable from related party for sale of 34.8% of trust units at historical value	$	11,683,429
	Cash down payment on receivable	$	8,000,000
	Remaining receivable from related party for sale of 34.8% of trust units	$	3,683,429
(c)	Reduction in property due to conveyance of net profits interest	$	(58,313,082	)
	Reduction of associated accumulated depreciation, depletion, and amortization		24,723,223
		$	(33,589,859	)
	Net oil and gas properties and equipment	$	54,033,705
	Hedge and other derivative agreements		(12,046,381	)
			41,987,324
	80% Net profits interest conveyance	$	33,589,859
(d)	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 interest		(21,906,430	)
	Deferred transaction fees and costs incurred as of September 30, 2006		(981,055	)
	Estimated remaining transaction fees and costs from the sale of trust units		(11,018,945	)
	Deferred gain on sale	$	116,093,570
	Current portion of deferred gain	$	9,060,505
	Long-term portion of deferred gain	$	107,033,065
(e)	To adjust current portion of long-term debt for new credit facility	$	2,000,000
	To adjust long-term portion of debt for new credit facility		(60,000,000	)
	Partial repayment of outstanding borrowing on revolving credit facility	$	(58,000,000	)
(f)	To record distribution of remaining cash to Class A member	$	(40,000,000	)
(g)	To record distribution of remaining cash to Class B member	$	(40,000,000	)

MVF-28

        The pro forma adjustments included in the unaudited pro forma statements of earnings are as follows:

		Year ended December 31, 2005			Nine months ended September 30, 2006
(h)	Decrease in oil and gas sales attributable to net profits interest	$	(28,763,933	)	$	(28,224,822	)
(i)	To record amortization of gain on sale of trust units over the life of the trust	$	8,602,002		$	6,293,240
(j)	Decrease in lease operating expenses attributable to the net profits interest	$	(13,726,396	)	$	(11,799,571	)
(k)	Reduce depreciation on assets sold to Trust	$	(2,403,770	)	$	(1,554,151	)
(l)	To reduce interest expense due to reduction of debt	$	(1,436,311	)	$	(2,688,523	)

MVF-29

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

September 11, 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 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$	(35,816.9	)	0.0	0.0	(35,816.9	)
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		1,982.1	17,405.4	343,786.2
Workover Expenses		- M$	22,040.8		0.0	0.0	22,040.8
COPAS		- M$	63,196.1		169.8	4,189.4	67,555.2
Investments		- M$	0.0		1,070.2	15,778.5	16,848.7
Net Operating Income (BFIT)		- M$	680,283.2		10,287.3	93,561.6	784,131.9
	Discounted @ 10%	- M$	302,813.0		4,797.6	51,126.2	358,736.8

        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
September 11, 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	(5,215.7	)
2010	(5,677.0	)

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
September 11, 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,

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

7,500,000 Trust Units

MV OIL TRUST

PROSPECTUS

RAYMOND JAMES

A.G. EDWARDS

RBC CAPITAL MARKETS

OPPENHEIMER & CO.

                          , 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			23,500
NYSE listing fee			73,500
Printing and engraving expenses			350,000
Fees and expenses of legal counsel			650,000
Accounting fees and expenses			550,000
Transfer agent and registrar fees			5,000
Trustee fees and expenses			37,500
Miscellaneous			150,000
	Total	$	1,857,958

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 its own 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.

        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

II-1

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†	—	First Amended and Restated 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 The Bank of New York Trust Company, N.A. (formerly JPMorgan Chase Bank, N.A.) and Wilmington Trust Company.
3.6	—	Form of First Amendment to First Amended and Restated Operating Agreement of MV Partners, LLC
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†	—	Second Amendment to Credit Agreement dated September 7, 2006 by and among MV Partners, LLC, as borrower, Bank of America, N.A. and the other parties named therein.
10.4	—	Form of Term Net Profits Interest Conveyance.
10.5	—	Form of Administrative Services Agreement.
10.6	—	Form of Registration Rights Agreement.
10.7	—	Form of Assignment of Hedge Proceeds.
10.8	—	Form of Credit Agreement among MV Partners, LLC, as borrower, MV Energy, LLC, and VAP-I, LLC, as guarantors, Bank of America, N.A., as administrative agent, and the other lenders party thereto.
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.

†

Previously filed.

II-2

(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.

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.

        (e)   To send to each trust unitholder at least on an annual basis a detailed statement of any transactions with the trustees or their respective affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the trustees or their respective affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.

        (f)    To provide to the trust unitholders the financial statements required by Form 10-K for the first full fiscal year of operations of the trust.

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 December 1, 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 December 1, 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

        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)	December 1, 2006
/s/  J. MICHAEL VESS J. Michael Vess	(Co-Principal Executive Officer)	December 1, 2006
/s/  RICHARD J. KOLL Richard J. Koll	(Principal Accounting and Financial Officer)	December 1, 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†	—	First Amended and Restated 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 The Bank of New York Trust Company, N.A. (formerly JPMorgan Chase Bank, N.A.) and Wilmington Trust Company.
3.6	—	Form of First Amendment to First Amended and Restated Operating Agreement of MV Partners, LLC
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†	—	Second Amendment to Credit Agreement dated September 7, 2006 by and among MV Partners, LLC, as borrower, Bank of America, N.A. and the other parties named therein.
10.4	—	Form of Term Net Profits Interest Conveyance.
10.5	—	Form of Administrative Services Agreement.
10.6	—	Form of Registration Rights Agreement.
10.7	—	Form of Assignment of Hedge Proceeds.
10.8	—	Form of Credit Agreement among MV Partners, LLC, as borrower, MV Energy, LLC, and VAP-I, LLC, as guarantors, Bank of America, N.A., as administrative agent, and the other lenders party thereto.
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.

†

Previously filed.

EX-1.1

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Exhibit 1.1

7,500,000 Trust Units

MV OIL TRUST

UNDERWRITING AGREEMENT

St. Petersburg, Florida
[                        ], 2006

Raymond James & Associates, Inc.
As Representative of the Several Underwriters
    listed on Schedule I hereto
880 Carillon Parkway
St. Petersburg, Florida 33716

Ladies and Gentlemen:

        MV Partners, LLC, a Kansas limited liability company (the "Company"), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), an aggregate of 7,500,000 units of beneficial interest (the "Trust Units") in MV Oil Trust, a statutory trust formed under the laws of the State of Delaware (the "Trust"). The aggregate of 7,500,000 Trust Units to be purchased from the Company are called the "Firm Units." In addition, certain unitholders named in Schedule II hereto (the "Selling Unitholders") severally and not jointly propose, subject to the terms and conditions stated herein, have, agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 1,125,000 Trust Units (the "Additional Units") to cover over-allotments by the Underwriters, if any. The Firm Units and the Additional Units are collectively referred to in this Agreement as the "Units." Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the "Representative."

        The Company wishes to confirm as follows its agreement with you and the other several Underwriters, on whose behalf you are acting, in connection with the several purchases of the Units from the Company.

        1.     Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Act"), a registration statement on Form S-1 (File No. 333-136609), including a prospectus subject to completion, relating to the Units. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at the time when it becomes effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the "Registration Statement." The prospectus in the form included in the Registration Statement or, if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Act and such information is thereafter included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the "Prospectus." If the Company files another registration statement with the Commission to register a portion of the Units pursuant to Rule 462(b) under the Act (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to include the registration statement on Form S-1 (File No. 333-136609) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time until the date of the Prospectus is referred to in this Agreement as the "Preliminary Prospectus." For purposes of this Agreement, "free writing prospectus" has the meaning ascribed to it in Rule 405

under the Act, and "Issuer Free Writing Prospectus" shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Units. "Time of Sale Information" shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule III hereto. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

        2.     Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Firm Units to the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[            ] per Unit (the "purchase price per Unit"), the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto.

        The Selling Unitholders hereby agree to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Selling Unitholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Selling Unitholders up to 1,125,000 Additional Units at the purchase price per Unit for the Firm Units, each Selling Unitholder selling that number of Additional Units that bears the same proportion to the total number of Additional Units to be purchased by the Underwriters as the number of Firm Units set forth opposite the name of such Selling Unitholder in Schedule II hereto bears to the total number of Firm Units. The Additional Units may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriters as the number of Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Units. The option to purchase Additional Units may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

        3.     Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Units as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Units upon the terms set forth in the Prospectus.

        Not later than 12:00 p.m. on the second business day following the date the Units are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representative shall request.

        4.     Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Baker Botts L.L.P., 910 Louisiana, Houston, Texas at 10:00 a.m., St. Petersburg, Florida time, on [                        ], 2006 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [                        ], 2006 as the Representative shall designate by notice to the Company (the time and date of such closing are called the "Closing Date"). The place of closing for the Firm Units and the Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public

2

copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof.

        Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of [Baker Botts, L.L.P., 910 Louisiana, Houston, Texas] at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Selling Unitholders, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by agreement between you and the Company.

        Certificates for the Firm Units and for any Additional Units to be purchased hereunder shall be delivered through the facilities of The Depository Trust Company ("DTC"). The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Units sold by the Company hereunder shall be delivered by the Representative to the Company. Payment for the Additional Units sold by the Selling Unitholders hereunder, if any, shall be delivered by the Representative to the Custodian (as defined herein).

        It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

        Each of the Company and the Selling Unitholders hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Units to be sold by the Company or the Selling Unitholder, respectively, to the several Underwriters, or otherwise in connection with the performance of the Company's or such Selling Unitholder's respective obligations hereunder. Each of the Selling Unitholders hereby agrees that the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Unitholder hereunder and to hold such amounts for the account of such Selling Unitholder with the Custodian under the Custody Agreement (as defined herein).

        5.     Covenants and Agreements.

        5.1   Of the Company. The Company covenants and agrees with the several Underwriters as follows:

        (a)   The Company will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) when the Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus and the

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time and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposes and (v) within the period of time referred to in Section 5(h) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of any event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Act before the close of business on the first business day immediately following the date hereof.

        (b)   The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request.

        (c)   The Company will promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Representatives be required by the Act or requested by the Commission.

        (d)   The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus to you and counsel for Underwriters and obtain your consent prior to filing any of those with the Commission.

        (e)   The Company will not make any offer relating to the Trust Units that would constitute an Issuer Free Writing Prospectus without your prior consent.

        (f)    The Company will retain in accordance with the Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.

        (g)   Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of

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Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Units are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company.

        (h)   As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the "Prospectus Delivery Period"), and for so long a period as you may request for the distribution of the Units, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Units are offered by the several Underwriters and by all dealers to whom Units may be sold, both in connection with the offering and sale of the Units and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Units pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Units under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will forthwith prepare and, subject to Section 5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof.

        (i)    The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Units; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Units, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Units in any jurisdiction is suspended, the Company shall so advise you promptly in writing. The Company will use its best efforts to qualify or register the Trust Units for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for a period of five years after the date hereof.

        (j)    If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a termination under Section 12 hereof) or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the other Underwriters for all out-of-pocket

5

expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) reasonably incurred by you in connection herewith.

        (k)   The Company will apply the net proceeds from the sale of the Units to be sold by it hereunder in accordance in all material respects with the statements under the caption "Use of Proceeds" in the Prospectus.

        (l)    For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the "Lock-Up Period"), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Trust Units, or other securities of the Trust, or other securities that are derived from the Subject Interests (as defined in the Conveyance, which is defined in Section 6(m) of this Agreement) that are substantially similar to the Trust Units, or securities convertible into or exchangeable for Trust Units, or sell or grant options, rights or warrants with respect to any Trust Units or securities convertible into or exchangeable for Trust Units (collectively, "Trust Securities"), (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Trust Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Trust Units or other securities, in cash or otherwise or (iii) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters; notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Trust issues a release concerning distributable cash or announces material news or a material event relating to the Trust occurs or (ii) prior to the expiration of the Lock-Up Period, the Trust announces that it will release distributable cash results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing.

        (m)  Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, as promptly as possible, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus.

        (n)   The Company will comply with all provisions of any undertakings contained in the Registration Statement.

        (o)   The Company will not at any time, directly or indirectly, take any action designed, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the Trust Units to facilitate the sale or resale of any of the Units.

        (p)   The Company will timely file with the New York Stock Exchange (the "NYSE") all documents and notices required by the NYSE of companies that have or will issue securities that are traded on the NYSE.

        (q)   The Company shall engage and maintain, at its expense, a transfer agent and, if necessary under the jurisdiction of its incorporation or the rules of any national securities exchange on which the Trust Units will be listed, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for the Trust Units.

        (r)   On the Closing Date, all stock transfer and other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Firm Units to be sold by the Company to the Underwriters hereunder will have been fully paid for by the Company and all laws imposing such taxes will have been fully complied with.

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        (s)   In order to document the Underwriters' compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, with respect to the transactions herein contemplated, the Company shall deliver to you at least two days prior to the Closing Date a properly completed and executed United States Treasury Department Substitute Form W-9.

        5.2   Of the Trust. The Trustee, on behalf of the Trust, covenants and agrees with the several Underwriters as follows:

        (a)   To cause the Trust to make generally available to holders of the Trust Units a consolidated earnings statement (in form complying with the provisions of Rule 158), which need not be audited, covering a 12-month period commencing after the effective date of the Registration Statement and the Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act.

        (b)   To cause the Trust to furnish to holders of the Trust Units as soon as practicable after the end of each fiscal year an annual report (including financial statements of the Trust certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to holders of the Trust Units summary financial information of the Trust for such quarter in reasonable detail.

        (c)   During the period ending five years from the date hereof, to cause the Trust to furnish to you and, upon your request, to each of the other Underwriters, (i) as soon as available, a copy of each proxy statement, quarterly or annual report or other report of the Trust mailed to unitholders or filed with the Commission, the National Association of Securities Dealers, Inc. (the "NASD") or the NYSE or any national securities exchange and (ii) from time to time such other information concerning the Trust as you may reasonably request.

        5.3   Of Each Selling Unitholder. Each Selling Unitholder covenants and agrees with the several Underwriters as follows:

        (a)   Such Selling Unitholder will execute and deliver a Lock-Up Agreement, in the form of Exhibit A attached hereto ("Lock-Up Agreement").

        (b)   Such Selling Unitholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date or the Additional Closing Date, as the case may be, and will advise the Underwriters prior to the Closing Date or the Additional Closing Date, as the case may be, if any statements to be made on behalf of such Selling Unitholder in the certificate contemplated by Section 9(n) hereof would be inaccurate if made as of the Closing Date or Additional Closing Date, as the case may be.

        (c)   On the Additional Closing Date, all stock transfer and other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Additional Units to be sold by such Selling Unitholder to the Underwriters hereunder, if any, will have been fully paid for by such Selling Unitholder and all laws imposing such taxes will have been fully complied with.

        (d)   In order to document the Underwriters' compliance with the reporting and withholding provisions of the Code, and the regulations promulgated thereunder, with respect to the transactions herein contemplated, such Selling Unitholder shall deliver to you at least two days prior to the Additional Closing Date, if any, a properly completed and executed United States Treasury Department Substitute Form W-9.

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        6.     Representations and Warranties.

        6.1   Of the Company. The Company hereby represents and warrants to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, as the case may be, that:

        (a)   The Company was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Trust Units, is not on the date hereof and will not be on the applicable Delivery Date an "ineligible issuer" (as defined in Rule 405).

        (b)   The Registration Statement conformed, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Act. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, to the requirements of the Act in all material respects when filed with the Commission pursuant to Rule 424(b).

        (c)   The Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein.

        (d)   The Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein.

        (e)   The Time of Sale Information does not, and will not at the time of sale of the Units, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein.

        (f)    Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433), when considered together with the Time of Sale Information at the time of sale of the Units, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

        (g)   Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act on the date of first use, and the Company has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Act. The Company has not made any offer relating to the Trust Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives. The Company has retained in accordance with the Act all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Act. The Company has taken all actions necessary so that any "road show" (as defined in Rule 433) in connection with the offering of the Trust Units will not be required to be filed pursuant to the Act.

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        (h)   Each of the Company and its subsidiaries is a corporation or limited liability company duly organized and validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the state of its incorporation or organization with full corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify has not had or will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").

        (i)    The Trust is duly organized and validly existing as a statutory trust in good standing under the laws of the State of Delaware with full trust power and authority to own its properties as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto).

        (j)    There are no legal or governmental proceedings pending or, to the best knowledge of the Company, threatened, against the Company or its subsidiaries or to which the Company or its subsidiaries or any of their properties, including the Subject Interests, are subject, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) but are not described as required. Except as described in the Registration Statement, the Time of Sale Information and Prospectus, there is no action, suit, inquiry, proceeding or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the best knowledge of the Company, threatened, against or involving the Company or its subsidiaries, which might individually or in the aggregate prevent or adversely affect the transactions contemplated by this Agreement or would have a material adverse effect on the Term Net Profits Interest (as defined in the Conveyance) or result in a Material Adverse Effect, nor to the Company's knowledge, is there any basis for any such action, suit, inquiry, proceeding or investigation. There are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) or to be filed as an exhibit to the Registration Statement that are not described, filed or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus as required by the Act. All such contracts to which the Company or any of its subsidiaries is a party have been duly authorized, executed and delivered by the Company or the applicable subsidiary, constitute valid and binding agreements of the Company or the applicable subsidiary and are enforceable against the Company or the applicable subsidiary in accordance with the terms thereof, except as enforceability thereof may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought. Neither the Company nor the applicable subsidiary has received notice or been made aware that any other party is in breach of or default to the Company under any of such contracts.

        (k)   Neither the Company nor any of its subsidiaries is (i) in violation of (A) its certificate or articles of incorporation or organization or bylaws, or other organizational documents or agreements, (B) any law, ordinance, administrative or governmental rule or regulation applicable to the Company or any of its subsidiaries, the violation of which would have a Material Adverse Effect or (C) any decree of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries; or (ii) in default in any material respect in the performance of any obligation, agreement or condition contained in (A) any bond, debenture, note or any other evidence of indebtedness or (B) any agreement, indenture, lease or other instrument (each of (A) and (B), an "Existing Instrument") to which the Company or any of its subsidiaries is a party or by which any of their

9

properties may be bound, which default would have a Material Adverse Effect; and there does not exist any state of facts that constitutes an event of default on the part of the Company or any of its subsidiaries as defined in such documents or that, with notice or lapse of time or both, would constitute such an event of default.

        (l)    Each of this Agreement and the organizational trust agreement (the "Organizational Trust Agreement") by and among the Company, The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), and Wilmington Trust Company, as Delaware trustee (the "Delaware Trustee"), has been duly authorized, executed and delivered by the Company; each of the amended and restated trust agreement (the "Trust Agreement") by and among the Company, the Trustee and the Delaware Trustee; and the administrative services agreement (the "Administrative Services Agreement") between the Company and the Trust, each in the form to be in effect as of the Closing Date and the Additional Closing Date, as the case may be, has been duly authorized and will be duly executed and delivered by the Company; and the Organizational Trust Agreement constitutes, and each of the Trust Agreement and the Administrative Services Agreement when duly executed and delivered by the Company and the other parties thereto will constitute, a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought. The holders of the Trust Units are entitled to the benefits of the Trust Agreement.

        (m)  The Term Net Profits Interest Conveyance (the "Conveyance") by and between the Company and the Trust has been duly authorized and, when duly executed by the proper officers of the Company (assuming due execution and delivery by the Trustee and the Delaware Trustee) and delivered by the Company to the Trust will constitute valid and binding agreements of the Company enforceable against the Company in accordance with its terms, except as the enforceability of each may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought; the form of the Conveyance complies with the laws of each of the states in which such Conveyance is to be recorded or filed, including all applicable recording, filing and registration laws and regulations, and is adequate and sufficient to transfer title to the Term Net Profits Interest to the Trust; the recording of the Conveyance in the real property records in each county where the Subject Interests are located is sufficient to impart notice of the contents thereof, and all subsequent purchasers or creditors of the Company will be deemed to purchase with notice of and subject to such Term Net Profits Interest; prior to the Closing Date, the Company will have made or transmitted for filing all necessary recordings and filings of the Conveyance; the Conveyance and the Term Net Profits Interest conform in all material respects to the descriptions thereof in the Prospectus; all Term Net Profits Interest described in the Prospectus are accurately described in the exhibits attached to the Conveyance; and prior to the Closing Date 11,500,000 Trust Units shall have been issued by the Trust to the Company in consideration for the conveyance by the Company to the Trust of the Term Net Profits Interest pursuant to the Conveyance; on the Closing Date and the Additional Closing Date, as the case may be, 11,500,000 Trust Units will be issued and outstanding.

        (n)   The Trust Units have been duly authorized by the Trust, and, when duly issued and delivered to the Company in accordance with the Trust Agreement, the Trust Units will be duly and validly issued and outstanding, fully paid and nonassessable and are free of any preemptive or similar rights, and will constitute valid and binding obligations of the Trust entitled to the benefits of the Trust Agreement and enforceable in accordance with their terms, except as the enforceability of each may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a court before which any

10

proceeding may be brought. The Trust Units, when issued and delivered, will conform in all material respects to the description thereof contained in the Prospectus.

        (o)   The Company has and, on the Closing Date and the Additional Closing Date, as the case may be, will have good and valid title to the Trust Units to be sold by the Company hereunder, free and clear of all liens, encumbrances, equities or claims whatsoever, and the Company has full corporate power and authority to sell, assign, transfer and deliver such Trust Units hereunder; and, upon the delivery of such Trust Units and payment therefor pursuant hereto, good and valid title to such Trust Units, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.

        (p)   All consents, approvals, authorizations and orders necessary for the transfer of the Term Net Profits Interest to the Trust as described in the Prospectus have been obtained and such transfer has not had the effect of creating, and there does not exist, any lien, claim, encumbrance or equity of any kind in favor of any person with respect to any of the Term Net Profits Interest except (i) to the extent such rights have been validly waived in writing or (ii) to the extent such liens, claims, encumbrances or equities, which, if asserted or exercised, would not have a material adverse effect on the value of the Trust Units.

        (q)   None of the (i) formation of the Trust by the execution and delivery of the Organizational Trust Agreement, (ii) the transfer of the Term Net Profits Interest by the Company to the Trust by the execution and delivery of the Conveyance, (iii) the sale of the Firm Units by the Company or (iv) the execution, delivery or performance of this Agreement, the Organizational Trust Agreement, the Trust Agreement, the Administrative Services Agreement and the Conveyance by the Company and the Trust nor the consummation by the Company and the Trust of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Units under the Act, the listing of the Units for trading on the NYSE, the registration of the Trust Units under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for the NASD's clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's Rules of Fair Practice), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of, or a default under, the Company's articles of organization or operating agreement or any agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party or by which any of its properties may be bound, (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to the Company or any of its subsidiaries or any of their properties, or (iv) results in a breach of, or default or Debt Repayment Triggering event (as defined below) under, or results in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or requires the consent of any other party to, any Existing Instrument, except as disclosed in the Prospectus and except for such conflicts, breaches, defaults, liens, charges or encumbrances that will not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a "Debt Repayment Triggering Event" means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

        (r)   Except as described in the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries has outstanding and at the Closing Date and the Additional Closing Date, as the case may be, will have outstanding any options to purchase, or any warrants to subscribe for, or any

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securities or obligations convertible into, or any contracts or commitments to issue or sell, any Trust Units or any such warrants or convertible securities or obligations.

        (s)   Grant Thornton LLP, the certified public accountants who have certified the financial statements of the Company, the Trust and the Underlying Properties (as defined in the Conveyance) (including the related notes thereto and supporting schedules) filed as part of the Registration Statement and the Prospectus (or any amendment or supplement thereto), are independent public accountants as required by the Act.

        (t)    The financial statements, together with related schedules and notes, included in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto), present fairly the financial condition, results of operations, cash flows and changes in financial position of the Company, the Trust and the Underlying Properties on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Registration Statement and Prospectus (and any amendment or supplement thereto) is accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company. The pro forma financial statements together with related notes thereto included in the Registration Statement and the Prospectus (and any amendment or supplement thereto) present fairly the information contained therein, have been prepared in accordance with the Commission's rules and regulations with respect to pro forma financial statements and have been properly presented on the bases described therein. Additionally, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other financial statements or schedules are required to be included in the Registration Statement.

        (u)   The information supplied by the Company to Cawley, Gillespie & Associates, Inc. ("Cawley Gillespie"), independent petroleum engineers, for purposes of preparing the reserve reports and estimates of Cawley Gillespie included in the Registration Statement, including, without limitation, production, costs of operation and development, current prices for production, agreements relating to current and future operations and sales of production, was true and correct in all material respects on the date supplied and was prepared in accordance with customary industry practices; Cawley Gillespie, whose report on reserves is attached as Appendix A to the Prospectus were, as of the date of such report, and are, as of the date hereof, independent petroleum engineers with respect to the Company.

        (v)   Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement thereto), (i) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, indirect, direct or contingent, or entered into any transaction that is not in the ordinary course of business, (ii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business or properties from fire, flood, windstorm, accident or other calamity, whether or not covered by insurance, (iii) the Company is not in default under the terms of any class of capital stock or membership interest of the Company or any outstanding debt obligations, (iv) there has not been any material change in the indebtedness of the Company (other than in the ordinary course of business) and (v) there has not been any material adverse change, or any development involving or that may reasonably be expected to result in a Material Adverse Effect, in the condition (financial or otherwise), business, properties, net worth or result of operations of the Company.

        (w)  Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement thereto), the Trust has not sustained since the date of its formation any material loss or interference with respect to the Subject Interests from fire, explosion,

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flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), there has not been (i) any change in the number of outstanding Trust Units or (ii) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, financial position, or results of operations of the Trust, or management of the Subject Interests, otherwise than as set forth or contemplated in the Prospectus.

        (x)   The Units have been approved for listing on the NYSE under the symbol "MVO," subject to official notice of issuance of the Units being sold by the Company, and upon consummation of the offering contemplated hereby the Trust will be in compliance with the designation and maintenance criteria applicable to NYSE issuers.

        (y)   Other than excepted activity pursuant to Regulation M under the Exchange Act, the Company has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units or for any other purpose.

        (z)   The Company and each of its subsidiaries have filed all tax returns required to be filed (other than certain state or local tax returns, as to which the failure to file, individually or in the aggregate, would not have a Material Adverse Effect), which returns are complete and correct, and neither the Company nor any subsidiary is in default in the payment of any taxes that were payable pursuant to said returns or any assessments with respect thereto. Except as disclosed in the Time of Sale Information and the Prospectus, all deficiencies asserted as a result of any federal, state, local or foreign tax audits have been paid or finally settled and no issue has been raised in any such audit that, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so audited. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any federal, state, local or foreign tax return for any period. On the Closing Date, all stock transfer and other taxes that are required to be paid in connection with the sale of the Firm Units to be sold by the Company to the Underwriters will have been fully paid by the Company and all laws imposing such taxes will have been complied with.

        (aa) Except as set forth in the Time of Sale Information and the Prospectus, there are no transactions with "affiliates" (as defined in Rule 405 promulgated under the Act) or any officer, director or security holder of the Company (whether or not an affiliate) that are required by the Act to be disclosed in the Registration Statement. Additionally, no relationship, direct or indirect, exists between the Company or any of its subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any subsidiary on the other hand that is required by the Act to be disclosed in the Registration Statement, the Time of Sale Information and the Prospectus that is not so disclosed.

        (bb) The Company is not an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an investment company within the meaning of the Investment Company Act of 1940, as amended.

        (cc) The Company has and, as of Closing Date and the Additional Closing Date, as the case may be, will have good and defensible title to the Subject Interests, free and clear of all liens, encumbrances and defects except (i) those described in the Prospectus or the Time of Sale Information; (ii) royalties and other burdens and obligations, expressed and implied, under oil and gas leases; (iii) overriding royalties, production payments and similar interests and other burdens created by the Company or its predecessors in title; (iv) contractual obligations arising under operating agreements, farm out agreements and other agreements that may affect the properties or their titles of a type and nature customary in the oil and gas industry; (v) liens that arise in the normal course of operations, such as

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those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure payments of all amounts that are not yet delinquent or, if delinquent are being contested in good faith by appropriate proceedings; (vi) pooling, unitization and communalization agreements, declarations and orders; (vii) easements, restrictions, rights-of-way and other matters that commonly affect property; (viii) conventional rights of reassignment that obligate the Company to reassign all or part of any Subject Interest to a third party if the Company intends to release or abandon each interest before the termination of such interest; and (ix) rights reserved to or vested in appropriate governmental agencies or authorities to control or regulate the Subject Interests and the Term Net Profits Interest therein; none of which in the aggregate materially adversely affect the value of the Subject Interests and do not materially interfere with the Term Net Profits Interest or the use made and proposed to be made of such property by the Company and its subsidiaries. All contracts, agreements or underlying leases, which comprise a portion of the Subject Interests and which individually or in the aggregate are material to the Subject Interests taken as a whole, are in full force and effect, the Company has paid all rents and other charges to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of the Subject Interests held by the Company reflect in all material respects the right of the Company to explore or receive production from such Subject Interests and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance, the Trust will have good and defensible title to the Term Net Profits Interest, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the Conveyance).

        (dd) As of the Closing Date and the Additional Closing Date, as the case may be, except for liens and encumbrances described in the first sentence of paragraph (cc) above, any and all liens or encumbrances on the Subject Interests will be subordinated to the Term Net Profits Interest and all future liens or encumbrances on the Subject Interests shall be subordinate and inferior to the Term Net Profits Interest.

        (ee) Since the date the Trust was formed through the date hereof, and except as may otherwise be disclosed in the Prospectus or Time of Sale Information, the Trust has not (i) issued or granted any Trust Units, (ii) incurred any liability or obligation, direct or contingent, (iii) entered into any transaction not in the ordinary course of business or (iv) made any distribution.

        (ff)  Each of the Company and its subsidiaries has all permits, licenses, franchises, approvals, consents and authorizations of governmental or regulatory authorities (hereinafter, "permit" or "permits") as are necessary to own its properties and to conduct its business in the manner described in the Time of Sale Information and the Prospectus, subject to such qualifications as may be set forth in the Time of Sale Information and the Prospectus, except where the failure to have obtained any such permit has not had and will not have a Material Adverse Effect; each of the Company and its subsidiaries has operated and is operating its business in material compliance with and not in material violation of all of its obligations with respect to each such permit and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination of any such permit or result in any other material impairment of the rights of any such permit, subject in each case to such qualification as may be set forth in the Time of Sale Information and the Prospectus; and, except as described in the Time of Sale Information and the Prospectus, such permits contain no restrictions that are materially burdensome to the Company or any of its subsidiaries.

        (gg) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of

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financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorizations and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

        (hh) Neither the Company nor any of its subsidiaries, since each has been a subsidiary of the Company, nor, to the Company's knowledge, any employee or agent of the Company or any of its subsidiaries, has, directly or indirectly, (i) made any unlawful contribution to any candidate for political office, or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal, state, local or foreign governmental official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof or applicable foreign jurisdictions.

        (ii)   The Company and its subsidiaries are (i) in compliance with any and all applicable federal, state, local and foreign laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or other approvals would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the Subject Interests. Neither the Company nor any of its subsidiaries has been named as a "potentially responsible party" under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended. Neither the Company nor any of its subsidiaries owns, leases or occupies any property that appears on any list of hazardous sites compiled by any state or local governmental agency.

        (jj)   Each of the Company and its subsidiaries owns and has full right, title and interest in and to, or has valid licenses to use, each material trade name, trademark, service mark, patent, copyright, approval, trade secret and other similar rights (collectively "Intellectual Property") under which the Company and its subsidiaries conduct all or any material part of its business, and the Company has not created any lien or encumbrance on, or granted any right or license with respect to, any such Intellectual Property except where the failure to own or obtain a license or right to use any such Intellectual Property has not and will not have a Material Adverse Effect; there is no claim pending against the Company or its subsidiaries with respect to any Intellectual Property and the Company and its subsidiaries have not received notice or otherwise become aware that any Intellectual Property that it uses or has used in the conduct of its business infringes upon or conflicts with the rights of any third party. Neither the Company nor any of its subsidiaries has become aware that any material Intellectual Property that it uses or has used in the conduct of its business infringes upon or conflicts with the rights of any third party.

        (kk) The Company has procured Lock-Up Agreements, in the form of Exhibit A attached hereto, from each of the Selling Unitholders.

        (ll)   No officer, director or nominee for director or member of the Company has a direct or indirect affiliation or association with any member of the NASD.

        (mm) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged; and neither the Company nor any of its subsidiaries has reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a comparable cost.

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        (nn) In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Effect or a material adverse effect on the Subject Interests.

        (oo) The statements, (including the assumptions described therein) included in the Registration Statement, the Time of Sale Information and the Prospectus under the headings "Prospectus Summary," "Risk Factors," "Projected Cash Distributions" and "The Underlying Properties" (i) are within the coverage of Rule 175(b) under the Act to the extent such data constitute forward looking statements as defined in Rule 175(c) and (ii) were made by the Company with a reasonable basis and reflect the Company's good faith estimate of the matters described therein.

        (pp) The statements set forth in the Prospectus under the caption "Description of the Trust Units," insofar as they purport to constitute a summary of the terms of the Trust Units, and the statements under the captions "The Trust," "Computation of Net Proceeds," "Description of the Trust Agreement," "Description of the Trust Units," "Federal Income Tax Consequences," "State Tax Considerations," "ERISA Considerations" and "Underwriting," fairly and accurately describe the provisions of the laws and documents referred to therein in all material respects.

        (qq) The Trustee is a national banking association duly authorized and empowered to act as trustee of the Trust pursuant to the Organizational Trust Agreement and the Trust Agreement.

        (rr)  The Delaware Trustee is a Delaware banking corporation duly authorized and empowered to act as Delaware trustee of the Trust pursuant to the Organizational Trust Agreement and the Trust Agreement.

        (ss)  No consent, approval, authorization or filing is required under any law, rule or regulation of the States of Kansas or Colorado, or of the United States of America in order to permit the Trustee to act as Trustee of the Trust.

        6.2   Of the Selling Unitholders. Each Selling Unitholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, as the case may be, that:

        (a)   Such Selling Unitholder is the lawful owner of the Additional Units to be sold by such Selling Unitholder pursuant to this Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Additional Units, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever, and such Selling Unitholder has full corporate power and authority to sell, assign, transfer and deliver such Trust Units hereunder; and, upon the delivery of such Trust Units and payment therefor pursuant hereto, good and valid title to such Trust Units, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.

        (b)   Such Selling Unitholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Unitholder and [                        ], as custodian (the "Custodian"), relating to the deposit of the Additional Units to be sold by such Selling Unitholder (the "Custody Agreement") and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Unitholder's attorneys-in-fact

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(the "Attorneys") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney") to sell, assign, transfer and deliver the Additional Units to be sold by such Selling Unitholder in the manner provided herein.

        (c)   Each of this Agreement, the Custody Agreement and Power of Attorney of such Selling Unitholder has been duly authorized, executed and delivered by such Selling Unitholder and is a valid and binding agreement of such Selling Unitholder, enforceable as to such Selling Unitholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and, pursuant to such Power of Attorney, such Selling Unitholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Unitholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Additional Units to be sold by such Selling Unitholder pursuant to this Agreement.

        (d)   None of the sale of the Additional Units by such Selling Unitholder, the execution, delivery or performance by such Selling Unitholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Unitholder by or on behalf of such Selling Unitholder, the compliance by such Selling Unitholder with all the provisions hereof and thereof nor the consummation by such Selling Unitholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Unitholder, if such Selling Unitholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Unitholder is a party or by which such Selling Unitholder or any property of such Selling Unitholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Unitholder or any property of such Selling Unitholder.

        (e)   The information in the Prospectus under the caption "Selling Trust Unitholders" that specifically relates to such Selling Unitholder does not, and will not on the Closing Date or the Additional Closing Date, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

        (f)    At any time prior to the Closing Date or the Additional Closing Date, as the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Unitholder will immediately notify the Representative of such change.

        (g)   Other than excepted activity pursuant to Regulation M under the Exchange Act, such Selling Unitholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Trust Units to facilitate the sale or resale of the Units.

        (h)   Upon delivery of and payment for the Additional Units to be sold by such Selling Unitholder pursuant to this Agreement, good and valid title to such Additional Units will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever.

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        (i)    Except as described in the Time of Sale Information and the Prospectus, such Selling Unitholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement.

        (j)    Such Selling Unitholder has no reason to believe that the representations and warranties of the Company contained in Section 6.1 hereof are not true and correct, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement or the Prospectus that has had or may have a Material Adverse Effect, and is not prompted to sell Trust Units by any information concerning the Company that is not set forth in the Registration Statement.

        7.     Expenses. Whether or not the transactions contemplated hereby are consummated or this Agreement becomes effective or is terminated, the Company and Selling Unitholders, jointly and severally, agree to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Units under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof and of any Preliminary Prospectus to the Underwriters and dealers; (ii) the printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus, each Preliminary Prospectus, the Time of Sale Information, the Blue Sky memoranda, the Master Agreement Among Underwriters, this Agreement, the Selected Dealers Agreement and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Units; (iii) consistent with the provisions of Section 5.1(i), all expenses in connection with the qualification of the Units for offering and sale under state securities laws or Blue Sky laws, including reasonable attorneys' fees and out-of-pocket expenses of the counsel for the Underwriters in connection therewith; (iv) the filing fees incident to securing any required review by the NASD of the fairness of the terms of the sale of the Units and the reasonable fees and disbursements of the Underwriters' counsel relating thereto; (v) the fees and expenses associated with listing the Units on the NYSE; (vi) the cost of preparing unit certificates; (vii) the costs and charges of any transfer agent or registrar; (viii) the cost of the tax stamps, if any, in connection with the issuance and delivery of the Units to the respective Underwriters; (ix) all other fees, costs and expenses referred to in Item 13 of the Registration Statement; and (x) the transportation, lodging, graphics and other expenses incidental to the Company's preparation for and participation in the "roadshow" for the offering contemplated hereby. Except as provided in this Section 7 and in Section 8 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. In addition, in the event that the proposed offering is terminated for the reasons set forth in Section 5.1(j) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5.1(j).

        8.     Indemnification and Contribution. Subject to the limitations in this paragraph below, the Company agrees to indemnify and hold harmless you and each other Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and attorneys' fees and expenses (collectively, "Damages") arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, in the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that any such Damages arise out of or are based upon an

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untrue statement or omission or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information furnished in writing to the Company by or on behalf of any Underwriter through you, or by or on behalf of the Selling Unitholders, as the case may be, expressly for use in connection therewith or (ii) any inaccuracy in or breach of the representations and warranties of the Company contained herein or any failure of the Company to perform its obligations hereunder or under law; provided, however, that with respect to any untrue statement or omission made in any Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter or to any officer, director, employee or agent of any Underwriter) from whom the person asserting any such Damages purchased the Units concerned if both (A) a copy of the Time of Sale Information was not sent or given to such person at or prior to the written confirmation of the sale of such Units to such person as required by the Act and (B) the untrue statement or omission in the Preliminary Prospectus was corrected in the Time of Sale Information. This indemnification shall be in addition to any liability that the Company may otherwise have.

        Subject to the limitations in this paragraph below, each Selling Unitholder, severally and not jointly, agrees to indemnify and hold harmless you and each other Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all Damages arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or in the Registration Statement, the Time of Sale Information, any free writing prospectus or the Prospectus or in any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that any such Damages arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information not expressly relating to the Selling Unitholder or the offering by them of their Additional Units or furnished in writing to the Company by or on behalf of any Underwriter through you expressly for use in connection therewith or (ii) any inaccuracy in or breach of the representations and warranties of such Selling Stockholder contained herein or any failure of such Selling Stockholder to perform its obligations hereunder or under law; provided, however, that with respect to any untrue statement or omission made in any Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter or to any officer, director, employee or agent of any Underwriter) from whom the person asserting any such Damages purchased the Additional Units concerned if both (A) a copy of the Time of Sale Information was not sent or given to such person at or prior to the written confirmation of the sale of such Additional Units to such person as required by the Act and (B) the untrue statement or omission in the Preliminary Prospectus was corrected in the Time of Sale Information. This indemnification shall be in addition to any liability that the Selling Unitsholder or any Selling Unitholders may otherwise have.

        In addition to its their other obligations under this Section 8, each of the Company and the Selling Unitholders, severally and not jointly, agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any inaccuracy in the representations and warranties of the Company or the Selling Stockholders herein or failure to perform its their respective obligations hereunder, all as set forth in this Section 8, the party against whom indemnification is being sought will reimburse each Underwriter on a monthly basis for all reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding (to the extent documented by reasonably itemized invoices therefor), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the Company or a Selling

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Stockholder to reimburse each Underwriter for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Underwriter shall promptly return it to the person(s) from whom it was received. Any such interim reimbursement payments that are not made to the Underwriters within 30 days of a request for reimbursement shall bear interest compounded daily at a rate determined on the basis of the base lending rate announced from time to time by The Wall Street Journal from the date of such request.

        If any action or claim shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity may be sought jointly and severally against the Company and the Selling Unitholders, such Underwriter or such controlling person shall promptly notify in writing the party(s) against whom indemnification is being sought (the "indemnifying party" or "indemnifying parties"), and such indemnifying party(s) shall assume the defense thereof, including the employment of counsel reasonably acceptable to such Underwriter or such controlling person and the payment of all reasonable fees of and expenses incurred by such counsel. Such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person, unless (i) the indemnifying party(s) has (have) agreed in writing to pay such fees and expenses, (ii) the indemnifying party(s) has (have) failed to assume the defense and employ counsel reasonably acceptable to the Underwriter or such controlling person or (iii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the indemnifying party(s), and such Underwriter or such controlling person shall have been advised by its counsel that one or more legal defenses may be available to the Underwriter that may not be available to the Company or the Selling Unitholders, or that representation of such indemnified party and any indemnifying party(s) by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party(s) shall not have the right to assume the defense of such action on behalf of such Underwriter or such controlling person (but the Company and the Selling Unitholders, as applicable, shall not be liable for the fees and expenses of more than one counsel for the Underwriters and such controlling persons)). The indemnifying party(s) shall not be liable for any settlement of any such action effected without its (their several) written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, the indemnifying party(s) agree(s) to indemnify and hold harmless any Underwriter and any such controlling person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment, but in the case of a judgment only to the extent stated in the first and second paragraph of this Section 8.

        Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Selling Unitholders, their respective directors, their respective officers who sign the Registration Statement and any person who controls the Company or the Selling Stockholders within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Unitholders to each Underwriter, but only with respect to information furnished in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto. If any action or claim shall be brought or asserted against the Company or the Selling Unitholders, any of their respective directors, any of their respective officers or any such controlling person based on the Registration Statement, the Prospectus, the Time of Sale Information or any Preliminary Prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Selling Stockholders by the immediately preceding

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paragraph (except that if the Company and the Selling Unitholders shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Unitholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph.

        In any event, the Company or the Selling Unitholders will not, without the prior written consent of the Representative, settle or compromise or consent to the entry of any judgment in any proceeding or threatened claim, action, suit or proceeding in respect of which the indemnification may be sought hereunder (whether or not the Representative or any person who controls the Representative within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of all Underwriters and such controlling persons from all liability arising out of such claim, action, suit or proceeding.

        If the indemnification provided for in this Section 8 is unavailable or insufficient for any reason whatsoever to an indemnified party in respect of any Damages referred to herein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Unitholders, respectively, on the one hand, and the Underwriters on the other hand, from the offering and sale of the Units or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative and several fault of the Company and the Selling Unitholders, respectively, on the one hand, and the Underwriters on the other hand, in connection with the statements or omissions that resulted in such Damages as well as any other relevant equitable considerations. The relative and several benefits received by the Company and the Selling Unitholders, respectively, on the one hand, and the Underwriters on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Unitholders bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus; provided that, in the event that the Underwriters shall have purchased any Additional Units hereunder, any determination of the relative benefits received by the Company and the Selling Unitholders or the Underwriters from the offering of the Units shall include the net proceeds (before deducting expenses) received by the Company and the Selling Unitholders, and the underwriting discounts and commissions received by the Underwriters, from the sale of such Additional Units, in each case computed on the basis of the respective amounts set forth in the notes to the table on the cover page of the Prospectus. The relative fault of the Company and the Selling Unitholders, respectively, on the one hand, and the Underwriters on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Unitholders, on the one hand, or by the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

        The Company, the Selling Unitholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 was determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with

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investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount of the underwriting commissions received by such underwriter in connection with the Units underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 8 are several in proportion to the respective numbers of Firm Units set forth opposite their names in Schedule I hereto (or such numbers of Firm Units increased as set forth in Section 10 hereof) and not joint.

        Notwithstanding the third paragraph of this Section 8, any Damages for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as Damages are incurred after receipt of reasonably itemized invoices therefor. The indemnity, contribution and reimbursement agreements contained in this Section 8 and the several, and not joint, representations and warranties of the Company and the Selling Unitholders set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Company, the Selling Unitholders, their respective directors or officers or any person controlling the Company or the Selling Unitholders, (ii) acceptance of any Units and payment therefor hereunder and (iii) any termination of this Agreement. A successor to any Underwriter or any person controlling any Underwriter, or to the Company or the Selling Unitholders, their respective directors or officers or any person controlling the Company or the Selling Unitholders, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8.

        It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in the third paragraph of this Section 8, including the amounts of any requested reimbursement payments and the method of determining such amounts, shall be settled by arbitration conducted pursuant to the Code of Arbitration Procedure of the NASD. Any such arbitration must be commenced by service of a written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said demand or notice is authorized to do so. Such arbitration would be limited to the operation of the interim reimbursement provisions contained in the third and fifth paragraphs of this Section 8, and would not resolve the ultimate propriety or enforceability of the obligation to reimburse expenses that is created by the provisions of the third paragraph of this Section 8.

        9.     Conditions of Underwriters' Obligations. The several obligations of the Underwriters to purchase the Firm Units hereunder are subject to the following conditions:

        (a)   The Registration Statement shall have become effective not later than 12:00 noon, New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by the Representative, and all filings required by Rules 424(b), 430A and 462 under the Act shall have been timely made.

        (b)   All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Organizational Trust Agreement, the Trust Agreement, the Administrative Services Agreement, the Conveyance, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

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        (c)   You shall be reasonably satisfied that since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and Prospectus, (i) there shall not have been any change in the capital stock or membership interests of the Company or any material change in the indebtedness (other than in the ordinary course of business) of the Company or the Trust, (ii) except as set forth or contemplated by the Registration Statement, the Time of Sale Information or the Prospectus, no material oral or written agreement or other transaction shall have been entered into by the Company that is not in the ordinary course of business or that could reasonably be expected to result in a material reduction in the future earnings of the Company, (iii) no loss or damage (whether or not insured) to the property of the Company shall have been sustained that had or could reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the Subject Interests, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its properties that is material to the Company or that affects or could reasonably be expected to affect the transactions contemplated by this Agreement shall have been instituted or threatened and (v) there shall not have been any material change in the condition (financial or otherwise), business, management, results of operations or prospects of the Company or its subsidiaries that makes it impractical or inadvisable in your judgment to proceed with the public offering or purchase of the Units as contemplated hereby.

        (d)   You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of [Vinson & Elkins L.L.P.] [To be discussed—Allocation of opinion topics among V&E and local counsel.], counsel to the Company, substantially to the effect that:

        (i)    The Trust is a statutory trust duly organized and validly existing in good standing under the laws of the State of Delaware, with full trust power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto). The Trust Units have been duly authorized, are fully paid without the requirement of any further consideration, and, assuming due execution by the Trustee of the certificates representing the Trust Units, are validly issued and entitle the holder thereof to the benefits of the Trust Agreement.

        (ii)   No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official is required on the part of the Company (except such as have been obtained under the Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Firm Units by the Underwriters) for the valid sale of the Units to the Underwriters under this Agreement, the execution, delivery and performance of this Agreement, the Organizational Trust Agreement, the Trust Agreement or the Administrative Services Agreement or the consummation of the transactions contemplated hereby and thereby.

        (iii)  No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official is required on the part of the Selling Unitholders (except such as have been obtained under the Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Additional Units) for the valid sale of the Additional Units to the Underwriters by the Selling Unitholders under this Agreement.

        (iv)  The Company has all requisite power and authority to enter into this Agreement, the Organizational Trust Agreement, the Trust Agreement and the Administrative Services Agreement and to sell and deliver the Firm Units to be sold by it to the Underwriters as provided herein. Each of this Agreement, the Organizational Trust Agreement, the Trust Agreement and the Administrative Services Agreement has been duly authorized, executed and delivered by the Company. Each of the Organizational Trust Agreement, the Trust Agreement and the Administrative Services Agreement is a valid and binding agreement of the Company, enforceable

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against the Company in accordance with its terms, except as to the extent enforceability may be limited by (A) the application of bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally and (B) equitable principles being applied at the discretion of a court before which any proceeding may be brought, and except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws.

        (v)   The Selling Unitholders have all requisite power and authority to enter into this Agreement and to sell and deliver the Additional Units to be sold by them to the Underwriters as provided herein. Each of this Agreement, the Custody Agreement and the Powers of Attorney of the Selling Unitholders has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Selling Unitholders enforceable against the Selling Unitholders in accordance with its terms, except to the extent enforceability may be limited by (A) bankruptcy, reorganization, insolvency or other laws affecting enforcement of creditors' rights generally and (B) equitable principles being applied at the discretion of a court before which any proceeding may be brought, and except as to indemnity and contribution hereunder may be limited by federal or state securities laws.

        (vi)  The Company is the record owner of the Firm Units to be sold by the Company to the Underwriters hereunder, and the Company has corporate power and authority to sell and deliver to the Underwriters such Firm Units; such counsel has no knowledge that, immediately prior to the Closing Date, the Company did not have good and valid title to such Firm Units sold at the Closing Date, free and clear of all adverse claims (within the meaning of Article 8 of the Uniform Commercial Code ("UCC")). Upon payment for the Firm Units to be sold by the Company, delivery of such Firm Units, as directed by the Underwriters, to Cede & Co. ("Cede") or such other nominee as may be designated by the DTC, registration of such Firm Units in the name of Cede or such other nominee and the crediting of such Firm Units on the books of DTC to "securities accounts" (within the meaning of Section 8-501 (a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any "adverse claim" (within the meaning of Section 8-105 of the UCC) to such Trust Units), (A) the Underwriters will acquire a valid "security entitlement" (within the meaning of Section 8-102(a)(17) of the UCC) in respect of such Firm Units and (ii) no action based on any "adverse claim" (within the meaning of Section 8-102(a)(1) of the UCC) to such Firm Units may be asserted against the Underwriters with respect to such "security entitlement".

        (vii) The Selling Unitholders are the record owner of the Additional Units to be sold by the Selling Unitholders to the Underwriters hereunder, and the Selling Unitholders have corporate power and authority to sell and deliver to the Underwriters such Additional Units; such counsel has no knowledge that immediately prior to the Additional Closing Date the Company did not have good and valid title to such Trust Units sold at the Additional Closing Date, free and clear of all adverse claims (within the meaning of Article 8 of the UCC). Upon payment for the Additional Units to be sold by the Selling Unitholders, delivery of such Additional Units, as directed by the Underwriters, to Cede or such other nominee as may be designated by the DTC, registration of such Additional Units in the name of Cede or such other nominee and the crediting of such Additional Units on the books of DTC to "securities accounts" (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any "adverse claim" (within the meaning of Section 8-105 of the UCC) to such Additional Units), (A) the Underwriters will acquire a valid "security entitlement" (within the meaning of Section 8-102(a)(17) of the UCC) in respect of such Additional Units and (B) no action based on any "adverse claim" (within the meaning of Section 8-102(a)(1) of the UCC) to such Additional Units may be asserted against the Underwriters with respect to such "security entitlement".

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        (viii) The Company is a limited liability company organized and validly existing in good standing under the laws of the State of Kansas, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto), and is duly registered or otherwise qualified to conduct its business as a foreign corporation and is in good standing in the states of Kansas and Colorado.

        (ix)  Each of the Company's subsidiaries is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto), and is duly registered or otherwise qualified to conduct its business as a foreign corporation and is in good standing in the states of Kansas and Colorado; and all of the outstanding shares of capital stock or other equity interests of each of the subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable, and are owned by the Company directly, or indirectly through one of the other subsidiaries, free and clear of any perfected security interest, or any other security interest, lien, adverse claim, equity or other encumbrance.

        (x)   To the knowledge of such counsel after reasonable inquiry, neither the Company nor any of its subsidiaries is in violation of its certificate or articles of incorporation or organization or bylaws, or other organizational documents or agreements, and is not in default in the performance of any obligation, agreement or condition contained in any bond, indenture, note or other evidence of indebtedness or any other agreement or obligation of the Company (as identified by the Company to such counsel and listed in an exhibit to such opinion) where the default would have, individually or in the aggregate, a Material Adverse Effect.

        (xi)  Neither the offer, sale or delivery of the Firm Units by the Company, the execution, delivery or performance by the Company of this Agreement, the Organizational Trust Agreement, the Trust Agreement or the Administrative Services Agreement, compliance by the Company with all provisions hereof nor consummation by the Company of the transactions contemplated hereby (A) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the articles of organization or operating agreement the Company or any material agreement, indenture, lease or other instrument to which the Company is a party or by which any of its properties is bound (as identified by the Company to such counsel and listed in an exhibit to such opinion) or (B) creates or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or (C) violates or will result in any violation of any existing law, statute, regulation, ruling (assuming compliance with all applicable state securities and Blue Sky laws), judgment, injunction, order or decree that is known to such counsel and is applicable to the Company or any of its properties.

        (xii) Neither the offer, sale or delivery of the Additional Shares by the Selling Unitholders, the execution, delivery or performance by the Selling Unitholders of this Agreement, compliance by the Selling Unitholders with all provisions hereof nor consummation by the Selling Unitholders of the transactions contemplated hereby (A) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents of such Selling Unitholder, if such Selling Unitholder is not an individual, or any material agreement, indenture, lease or other instrument to which such Selling Unitholder is a party or by which any of their properties is bound, (B) creates or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Unitholder or (C) violates or will result in any violation of any existing law, statute, regulation, ruling (assuming compliance with all applicable state and securities and Blue Sky laws), judgment, injunction, order or decree that is known to such counsel and is applicable to such Selling Unitholder or any of its properties.

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        (xiii) The Conveyance has been duly authorized and when duly executed by the proper officers of the Company and delivered by the Company to the Trust, will constitute valid and binding agreements of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (A) the application of bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally and (B) equitable principles being applied at the discretion of a court before which any proceeding may be brought; the form of the Conveyance to be filed is adequate and sufficient under the laws of each state in which it is to be filed to transfer title to the Term Net Profits Interest to the Trust and complies with the laws of such state relating to recording, filing and registration laws and regulations; the recording of the Conveyance in the appropriate real property records in each county in any state where the Subject Interests are located is sufficient to provide the Trust the protections afforded under the recordation laws of such state against purchasers or creditors of the Company and its subsidiaries subsequently acquiring interests in the Subject Interests, and such purchasers and creditors of the Company will be deemed to purchase with notice of, and subject to, such Term Net Profits Interest and the Conveyance and the related Term Net Profits Interest should not constitute executory contracts as such term is used in the federal bankruptcy code; the Company has made all necessary recordings and filings of the Conveyance; the Term Net Profits Interest and the Conveyance conform in all material respects to the descriptions thereof in the Prospectus.

        (xiv) Neither the Trust nor the Trustee is required to qualify to transact business or appoint an agent for service of process in the states in which the Conveyance is to be filed as a result of the ownership, operation or activities of the Trust or the Trustee with respect to the Trust, and the activities of the Trustee pursuant to the Trust Agreement will not require the appointment of an ancillary trustee in the states the Conveyance is to be filed.

        (xv) A beneficial owner of a Trust Unit will not be subject to personal liability under state and local laws in the states the Conveyance is to be filed by virtue of said ownership, including liability regulating the discharge of materials into the environment or otherwise relating to the protection of the environment.

        (xvi) The execution, delivery and performance by the Trustee of the Trust Agreement will not violate or conflict with any law, administrative ruling or regulation of the states in which the Conveyance is to be filed.

        (xvii) No consent, approval, authorization or filing is required under any law, rule or regulation of the states in which the Conveyance is to be filed (A) to permit the Trustee to act as trustee with respect to the oil and gas properties located in such states or (B) in connection with the execution and delivery of the Conveyance, or necessary to the validity, legality or enforceability of the Conveyance.

        (xviii) Except as described in the Time of Sale Information or the Prospectus, there is no action, suit, inquiry, proceeding, or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the knowledge of such counsel, threatened, against or involving the Company or its subsidiaries, or the properties of either the Company or any of its subsidiaries: (A) which might individually or in the aggregate prevent or adversely affect the transactions contemplated by this Agreement or result in a Material Adverse Effect, nor, to the knowledge of such counsel, is there any basis for any such action, suit, inquiry, proceeding or investigation; or (B) that are required to be described in the Registration Statement or Prospectus (or any amendment or supplement thereto) that are not described as required therein.

        (xix) Such counsel has reviewed all agreements, contracts, indentures, leases or other documents or instruments described or referred to in the Registration Statement and the Prospectus, and such agreements, contracts (and forms of contracts), indentures, leases or other

26

documents or instruments are fairly summarized or disclosed in all material respects therein, and filed as exhibits thereto as required, and such counsel does not know of any agreements, contracts, indentures, leases or other documents or instruments required to be so summarized or disclosed or filed that have not been so summarized or disclosed or filed.

        (xx) The Registration Statement has been declared effective by the Commission under the Act. To the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for such purpose have been instituted or are pending or are contemplated or threatened by the Commission. Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by such Rule 424(b).

        (xxi) The Registration Statement, including any Rule 462 Registration Statement, the Prospectus and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules included therein or in exhibits to or excluded from the Registration Statement, as to which no opinion need be given) comply as to form in all material respects with the requirements of the Act.

        (xxii) The descriptions in the Prospectus of statutes, regulations or legal or governmental proceedings, insofar as they purport to summarize certain of the provisions thereof, are accurate in all material respects and fairly present the information required to be presented by the Act and the rules and regulations thereunder.

        (xxiii) The Company is not an "investment company" or an "affiliated person" of, or "promoter" or "principal investor" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended.

        (xxiv) The Units have been approved for listing on the New York Stock Exchange.

        (xxv) The statements (A) in the Time of Sale Information and the Prospectus under the captions "Risk Factors—The trust and the public trust unitholders will have no voting or managerial rights with respect to MV Partners, the operator of the underlying properties. As a result, public trust unitholders will have no ability to influence the operation of the underlying properties," "Risk Factors—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. Under these circumstances, trust unitholders will have no ability to prevent MV Partners from transferring the underlying properties to another operator, even if the trust unitholders do not believe that operator would operate the underlying properties in the same manner as MV Partners," "Risk Factors—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," "Risk Factors—The trustee may, under certain circumstances, sell the net profits interest and dissolve the trust prior to the expected termination of the trust. As a result, trust unitholders may not recover their investment," "Risk Factors—Conflicts of interest could arise between MV Partners and the trust unitholders," "Risk Factors—The trust is managed by a trustee who cannot be replaced except at a special meeting of trust unitholders," "Risk Factors—Trust unitholders have limited ability to enforce provisions of the net profits interest," "Risk Factors—Courts outside of Delaware may not recognize the limited liability of the trust unitholders provided under Delaware law," "Risk Factors—The trust has not obtained a ruling from the IRS regarding the tax treatment of ownership of the trust units. If the IRS were to determine that the trust is not a 'grantor trust' for federal income tax purposes, the trust unitholders may receive different and less advantageous tax treatment than that described in this prospectus," "The Trust," "Computation of Net Proceeds," "Description of the Trust Agreement,"

27

"Description of the Trust Units," "Federal Income Tax Considerations," "State Tax Considerations" and "ERISA Considerations" and (B) in Item 14 and Item 15 of the Registration Statement, insofar as such statements constitute matters of law, summaries of legal matters, the Company's articles of organization and operating agreement, documents or legal proceedings, or legal conclusions, have been reviewed by such counsel and are accurate descriptions in all material respects of the legal matters described therein.

        (xxvi) Assuming the purchase of the Additional Units by the Selling Unitholders as described in the Prospectus, the Additional Units are fungible, for federal income tax purposes, with the Firm Units.

        In rendering such opinion, counsel may rely, to the extent they deem such reliance proper, as to matters of fact upon certificates of officers of the Company and of government officials, provided that counsel shall state their belief that they and you are justified in relying thereon. Copies of all such certificates shall be furnished to you and your counsel on the Closing Date and the Additional Closing Date, as the case may be.

        In addition to the opinion set forth above, such counsel shall state that during the course of their participation in the preparation of the Registration Statement, the Prospectus and the Time of Sale Information, and any amendments thereto, nothing has come to the attention of such counsel that has caused them to believe or given them reason to believe that the Registration Statement, the Prospectus or the Time of Sale Information, or any amendment thereto (except for the financial statements and other financial and accounting information contained therein or omitted therefrom as to which no opinion need be expressed), at the date thereof, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Registration Statement, the Prospectus or the Time of Sale Information as of the date of the opinion (except as aforesaid), contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

        (e)   You shall have received on the Closing Date or Additional Closing Date, as the case may be, an opinion of Baker Botts L.L.P., as counsel for the Underwriters, dated the Closing Date or Additional Closing Date, as the case may be, with respect to the sale of the Units, the Registration Statement and other related matters as you may reasonably request, and the Company and its counsel shall have furnished to your counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

        (f)    You shall have received on the Closing Date or Additional Closing Date, as the case may be, a certificate of the Trustee, dated the Closing Date or Additional Closing Date, as the case may be, executed by a duly authorized officer of the Trustee, representing and warranting to each of the Underwriters that:

        (i)    The Trustee is a national banking association authorized and empowered to act as trustee of the Trust pursuant to the Trust Agreement, and no consent, approval, authorization or filing is required under any law, rule or regulation of the State of Delaware or of the United States of America in order to permit the Trustee to act as trustee of the Trust;

        (ii)   The Trust Agreement has been executed and delivered by the Trustee and, assuming the due authorization, execution and delivery thereof by the Company, is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except as the enforceability thereof may be limited by (A) the application of bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally and (B) equitable principles being applied at the discretion of a court before which any proceeding may be brought; and the Conveyance has been duly and validly executed by the Trustee; and

28

        (iii)  There are 11,500,000 Trust Units authorized and outstanding under the Trust Agreement, all of which have been duly and validly issued in accordance with the Trust Agreement; to the extent certificates representing Trust Units have been issued, certificates representing the Trust Units have been duly executed by the Trustee; and holders of the Trust Units are entitled to the benefits of the Trust Agreement.

        (g)   You shall have received letters addressed to you and dated the date hereof and the Closing Date or the Additional Closing Date, as the case may be, from the firm of Grant Thornton LLP, independent certified public accountants, substantially in the forms heretofore approved by you.

        (h)   (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and no proceedings for that purpose shall be pending or, to the knowledge of the Company, shall be threatened or contemplated by the Commission at or prior to the Closing Date or Additional Closing Date, as the case may be; (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Units under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending or, to the knowledge of the Company, threatened or contemplated by the authorities of any jurisdiction; (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or such authorities; (iv) after the date hereof, no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to you and you did not object thereto in good faith; and (v) all of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties qualified by materiality, which representations and warranties shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date or Additional Closing Date, as the case may be, as if made on and as of the Closing Date or Additional Closing Date, as the case may be, and you shall have received a certificate, dated the Closing Date or the Additional Closing Date, as the case may be, and signed by the chief executive officer and the chief financial officer of the Company (or such other officers as are acceptable to you) to the effect set forth in this Section 9(h) and in Sections 9(c) and 9(j) hereof.

        (i)    Neither the Company nor the Trust shall not have failed in any material respect at or prior to the Closing Date or the Additional Closing Date, as the case may be, to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date or Additional Closing Date, as the case may be.

        (j)    The Company shall have furnished or caused to have been furnished to you such further certificates and documents as you shall have reasonably requested.

        (k)   At or prior to the Closing Date, you shall have received the written commitment Lock-Up Agreements from each of the Selling Unitholders not to directly or indirectly (i) sell, offer or contract to sell or otherwise dispose of or transfer any Trust Securities, whether now owned or acquired after the date of the Prospectus or with respect to which the power of disposition is acquired after the date of the Prospectus, or file any registration statement under the Act with respect to the foregoing or (ii) enter into any swap or other agreement or any other agreement that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of Trust Securities whether any such swap or transaction is to be settled by delivery of Trust Securities, in cash or otherwise; other than as provided in such written commitment before the expiration of 180 days from the Closing Date, without the prior written consent of Raymond James & Associates, Inc.

        (l)    At or prior to the effective date of the Registration Statement, you shall have received a letter from the Corporate Financing Department of the NASD confirming that such Department has determined to raise no objections with respect to the fairness or reasonableness of the underwriting terms and arrangements of the offering contemplated hereby.

29

        (m)  You shall have received letters addressed to you and dated the Closing Date or the Additional Closing Date, as the case may be, from Cawley Gillespie stating the conclusions and findings of such firm with respect to oil and gas reserves of the Company, substantially in the form approved by you.

        (n)   At or prior to the Closing Date, the Company shall have (i) filed the Conveyance in counties covering not less than [90]% of producing wells covered by the Conveyance and (ii) a UCC-1 financing statement in Topeka, Kansas giving notice of the security interest created by the Conveyance.

        (o)   You shall be satisfied that, and you shall have received a certificate dated the Closing Date or Additional Closing Date, as the case may be, from each Selling Stockholder to the effect that, as of the Closing Date or Additional Closing Date, as the case may be: (i) the representations and warranties made by such Selling Unitholders herein are true and correct in all material respect on the Closing Date or Additional Closing Date, as the case may be, and (ii) such Selling Unitholder has complied with all obligations and satisfied all conditions that are required to be performed or satisfied on his or its part at or prior to the Additional Closing Date or Closing Date, as the case may be.

        All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to you and your counsel.

        The several obligations of the Underwriters to purchase Additional Units hereunder are subject to the satisfaction on and as of the Additional Closing Date of the conditions set forth in this Section 9, except that, if the Additional Closing Date is other than the Closing Date, the certificates, opinions and letters referred to in this Section 9 shall be dated as of the Additional Closing Date and the opinions called for by paragraphs (d) and (e) shall be revised to reflect the sale of Additional Units.

        If any of the conditions hereinabove provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing or by telegram at or prior to such Closing Date, but you shall be entitled to waive any of such conditions.

        10.   Effective Date of Agreement. This Agreement shall become effective upon the later of (a) the execution and delivery hereof by the parties hereto and (b) release of notification of the effectiveness of the Registration Statement by the Commission; provided, however, that the provisions of Sections 7 and 8 shall at all times be effective.

        11.   Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Units, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units and arrangements satisfactory to you and the Company for the purchase of such Firm Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not

30

relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

        12.   Termination of Agreement. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company by notice to the Company, if prior to the Closing Date or the Additional Closing Date (if different from the Closing Date and then only as to the Additional Units), as the case may be, in your sole judgment, (i) trading in the Trust Units shall have been suspended by the Commission or the NYSE, (ii) trading in securities generally on the NYSE or NASDAQ shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to market the Units or to enforce contracts for the sale of the Units. Notice of such cancellation shall be promptly given to the Company and its counsel by telegraph, telecopy or telephone and shall be subsequently confirmed by letter.

        13.   Information Furnished by the Underwriters. The Company acknowledges that (i) the list of Underwriters and their respective participation in the sale of Units, (ii) the first and second sentences of the third paragraph and (iii) eleventh through sixteenth paragraphs, each under the caption "Underwriting" in any Preliminary Prospectus, constitute the only information furnished by or on behalf of the Underwriters through you or on your behalf as such information is referred to in Sections 6(c), 6.1(d) and 8 hereof.

        14.   Miscellaneous. Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered

(i)

to the Company

MV Partners, LLC
250 N. Water, Suite 300
Wichita, Kansas 67202
Attention: David L. Murfin

with a copy to

Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002
Attention: Thomas P. Mason

(ii)

to the Trust

The Bank of New York Trust Company, N.A.
Global Corporate Trust
221 West Sixth Street, 1st Floor
Austin, Texas 78701
Attention: Mike J. Ulrich

with a copy to

31

Andrews Kurth LLP
600 Travis
Suite 4200
Houston, Texas 77002
Attention: David C. Buck

(iii)

to the Selling Unitholders

[NAME]
[ADDRESS]
Attention: [                        ]

(iv)

to the Underwriters

Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
Attention: [                        ]

with a copy to

Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street, Suite 3200
Houston, Texas 77002
Attention: R. Joel Swanson, Jr.

        This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and its manager and officers, the Trust and the Selling Unitholders.

        15.   No Fiduciary Duty. Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company and the Selling Unitholders acknowledges and agrees that (i) nothing herein shall create a fiduciary or agency relationship between the Company or the Selling Unitholders, on the one hand, and the Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Selling Unitholders in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Selling Unitholders, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company, the Selling Unitholders and the Underwriters based on discussions and arms' length negotiations and each of the Company and the Selling Unitholders understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have to the Company or the Selling Unitholders shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, each of the Company and the Selling Unitholders acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company and the Selling Unitholders by the Underwriters for the shares and that such interests may differ from the interests of the Company and the Selling Unitholders, and the Underwriters have no obligation to disclose, or account to the Company or the Selling Unitholders for any benefit that they may derive from, such additional financial interests. Each of the Company and the Selling Unitholders hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company or the may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability

32

(whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of their respective members, managers, employees or creditors.

        16.   Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to choice of law principles thereunder.

        This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument.

        This Agreement shall be effective when, but only when, at least one counterpart hereof shall have been executed on behalf of each party hereto.

        The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby.

33

        Please confirm that the foregoing correctly sets forth the agreement among the Company, the Trust, the Selling Unitholders and the several Underwriters.

	Very truly yours,
	MV PARTNERS, LLC
	By:	MV Energy, LLC, its Manager
	By:	Murfin, Inc., Member
	By:
		Name: David L. Murfin Title: Chairman and Chief Executive Officer
	MV OIL TRUST
	By:	JPMorgan Chase Bank N.A., Trustee
	By:
		Name: Mike J. Ulrich Title: [                        ]
	The Selling Unitholders Named in Schedule II Hereof, Acting Severally
	By:
		Name: [                        ] Title: Attorney-in-Fact
CONFIRMED as of the date first above mentioned, on behalf of the Representative and the other several Underwriters named in Schedule I hereto.
RAYMOND JAMES & ASSOCIATES, INC.

By:
	Authorized Representative

34

SCHEDULE I

Name	Number Firm Units
Raymond James & Associates, Inc.	[            ]
A.G. Edwards & Sons, Inc.	[            ]
RBC Capital Markets Corporation	[            ]
Oppenheimer & Co., Inc.	[            ]
Total:	7,500,000

35

SCHEDULE II

Schedule of Selling Unitholders

Unitholder	Number of Additional Units to be Sold
MV Energy, LLC	562,500
VAP-I, LLC	562,500

36

SCHEDULE III

Free Writing Prospectuses

37

EXHIBIT A

                        , 2006

MV PARTNERS, LLC
250 N. Water, Suite 300
Wichita, Kansas 67202

RAYMOND JAMES & ASSOCIATES, INC.
As Representative of the Several Underwriters
c/o Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716

Re: MV Partners, LLC (the "Company")—Restriction on Unit Sales

Dear Sirs:

        This letter is delivered to you pursuant to the Underwriting Agreement (the "Underwriting Agreement") to be entered into by the Company, as issuer, the Trust, the Selling Unitholders, and Raymond James & Associates, Inc., the representative (the "Representative") of certain underwriters (the "Underwriters") to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, (i) the Company proposes to sell to the Underwriters units of beneficial interest (the "Units") in the Trust, a statutory trust formed under the laws of the State of Delaware, and (ii) the Underwriters intend to effect a public offering of the Units, as described in and contemplated by the registration statement of the Trust and the Company on Form S-1, File No. 333-136609 (the "Registration Statement"), as filed with the Securities and Exchange Commission on August 14, 2006 and as amended thereafter (the "Offering").

        The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or manager of the Company, or an owner of Units or other securities of the Trust or other securities that are derived from the Subject Interests that are substantially similar to the Units (the "Trust Securities"), that the Company and Trust complete the proposed Offering.

        The undersigned further recognizes that the Trust Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Trust Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort.

        Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a "Disposition") any Trust Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Trust Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the "Lock-Up Units"), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Act"), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 180 days after the date of the Company's Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the "Lock-Up Period"), without the prior written consent of Raymond James & Associates, Inc. or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Trust to register under the Act the undersigned's sale, transfer or other disposition of any of the Lock-Up Units or other securities of the Company held by the undersigned, or to otherwise

38

participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period, notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the company issues a release concerning earnings or material news or a material event relating to the company occurs; or (y) prior to the expiration of the Lock-Up Period, the company announces it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Units during the Lock-Up Period, even if such Lock-Up Units would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Units or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Units.

        Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall not apply to the Trust Securities being offered in the prospectus included in the Registration Statement.

        It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Units, you will release the undersigned from the obligations under this letter agreement.

        In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-Up Units if such transfer would constitute a violation or breach of this letter. This letter shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreement.

Very truly yours,

Signature of Securityholder

39

QuickLinks

7,500,000 Trust Units MV OIL TRUST UNDERWRITING AGREEMENT
SCHEDULE I
SCHEDULE II Schedule of Selling Unitholders
SCHEDULE III Free Writing Prospectuses
EXHIBIT A
Re: MV Partners, LLC (the "Company")—Restriction on Unit Sales

EX-3.6

Exhbit 3.6

FIRST AMENDMENT
TO
FIRST AMENDED AND RESTATED
OPERATING AGREEMENT
OF
MV PARTNERS, LLC

        The undersigned Members of MV Partners, LLC, constituting all of the Members of said Company, do hereby amend the First Amended and Restated Operating Agreement of MV Partners, LLC dated September 1, 2006 ("First Amended Agreement") as follows:

        1.     Amendment to Section 1.3.    Section 1.3 of the First Amended Agreement is amended by deleting said Section in its entirety and replacing the same with the following, effective as of December 1, 2006:

Section 1.3. Business.    Subject to the other provisions of this Agreement, the business of the Company shall be: (a) to hold, maintain, renew, explore, drill, develop and operate the Assets (as defined herein) and additional Leases; (b) to produce, collect, store, treat, deliver, market, sell or otherwise dispose of oil, gas and related hydrocarbons and minerals from the Assets and additional Leases; (c) to farm-out, sell, abandon and otherwise dispose of the Assets, additional Leases and other Company assets; (d) to enter into swaps, options, future contracts and other transactions to hedge or to otherwise minimize the risk associated with the fluctuation of prices to be received by the Company from the sale of oil, gas and related hydrocarbons and minerals from the Assets and any additional Leases acquired pursuant to the terms hereof; and (e) to take all such other actions incidental to any of the foregoing as the Manager may determine to be necessary and appropriate. Notwithstanding the foregoing and any other provision of this Agreement, the Company shall not acquire (i) any gas plant or similar facilities (other than facilities acquired as part of and at the same time as the acquisition of any of the Assets), (ii) any refining facilities or (iii) any transportation facilities except pipelines and gathering systems connecting the Assets or additional Leases acquired pursuant to the terms hereof with other gathering systems or transmission pipelines, or engage in the contract drilling business or any other business.

        2.     Amendment to Section 12.10.    Section 12.10 of the First Amended Agreement is amended by deleting said Section in its entirety and replacing the same with the following, effective as of December 1, 2006:

Section 12.10. Third Party Beneficiaries.    MV Oil Trust, a Delaware statutory trust created under the Delaware Statutory Trust Act, shall have the right to enforce Section 1.3 of this Agreement as a third party beneficiary hereof. Except as provided immediately above, nothing in this Agreement, either express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

        3.     Ratification.    The undersigned Members of MV Partners, LLC hereby each acknowledges and agrees that, except with respect to the forgoing amendments to Sections 1.3 and 12.10, the First Amended Agreement is hereby ratified and confirmed in all respects, and all rights and obligations thereunder shall continue in full force and effect.

        4.     Counterparts.    This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this certificate by telecopy shall be effective as delivery of a manually executed counterpart of this certificate.

***************
Remainder of Page left Blank

[Signature Page Follows]

Counterpart Signature Page
To
FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED
OPERATING AGREEMENT OF
MV PARTNERS, LLC

CLASS A MEMBER:

MV ENERGY, LLC

By:	MURFIN, INC., Member
By:
	David L. Murfin, Chairman of the Board

Date: December 1, 2006

CLASS B MEMBER:

VAP-I, LLC

By:	MV ENERGY, LLC, Manager of VAP-I, LLC
By:	MURFIN, INC., Member of MV Energy, LLC
By:
	David L. Murfin, Chairman of the Board

Date: December 1, 2006

Counterpart Signature Page
To
FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED
OPERATING AGREEMENT OF
MV PARTNERS, LLC

CLASS A MEMBER:

MV ENERGY, LLC

By:	VESS ACQUISITION GROUP, LLC, Member
By:	VESS ENERGY, LLC, Managing Member
By:
	J. Michael Vess, Managing Member

Date: December 1, 2006

CLASS B MEMBER:

VAP-I, LLC

By:	VESS ACQUISITION GROUP, LLC, Member of MV Energy, LLC
By:	VESS ENERGY, LLC, Managing Member
By:
	J. Michael Vess, Managing Member

Date: December 1, 2006

EX-8.1

Exhibit 8.1

[VINSON AND ELKINS LOGO]

December 1, 2006

MV Oil Trust
221 West Sixth St., First Floor
Austin, TX 78701

Ladies and Gentlemen:

        We have acted as counsel for MV Oil Trust (the "Trust"), a trust created under the laws of Delaware, with respect to certain legal matters in connection with the offer and sale of units in the Trust. We have also participated in the preparation of a Registration Statement on Form S-1 and the amendments thereto (Registration No. 333-136609) being collectively referred to herein as the "Registration Statement" to which this opinion is an exhibit. In connection therewith, we prepared the discussion (the "Discussion") set forth under the caption "Federal Income Tax Consequences" in the Registration Statement.

        All statements of legal conclusions contained in the Discussion, unless otherwise noted, are our opinion with respect to the matters set forth therein as of the effective date of the Registration Statement. In addition, we are of the opinion that the Discussion with respect to those matters as to which no legal conclusions are provided is an accurate discussion of such federal income tax matters (except for the representations and statements of fact by the Trust and MV Partners, LLC included in the Discussion, as to which we express no opinion).

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. This consent does not constitute an admission that we are "experts" within the meaning of such term as used in the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,

/s/  VINSON & ELKINS L.L.P.

Vinson & Elkins L.L.P.

Vinson & Elkins LLP Attorneys at Law
Austin Beijing Dallas Dubai Houston London
Moscow New York Shanghai Tokyo Washington First City Tower, 1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel 713.758.2222        Fax 713.758.2346
www.velaw.com

EX-10.4

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Exhibit 10.4

CONVEYANCE OF NET PROFITS INTEREST

        This Conveyance of Net Profits Interest (this "Conveyance") is made, as of the date set forth on the signature page hereof, from MV Partners, LLC, a Kansas limited liability company (successor by conversion to MV Partners, LP, a Kansas limited partnership) to The Bank of New York Trust Company, N.A., with offices at 221 West Sixth Street, 1^st Floor, Austin, Texas 78701, Attention: Mike J. Ulrich, as trustee (the "Trustee"), acting not in its individual capacity but solely as trustee of the MV Oil Trust (the "Trust"), a statutory trust created under the Delaware Statutory Trust Act as of August 3, 2006 (such Trustee acting as trustee of the Trust, "Grantee"). Capitalized terms shall have the meaning set forth in Article II below.

ARTICLE I
GRANT OF NET PROFITS INTEREST

        For and in consideration of Ten and NO/100 Dollars ($10.00) and other good and valuable consideration (including the issuance by Grantee to Grantor of 11,500,000 Trust Units) to Grantor paid by Grantee, the receipt and sufficiency of which are hereby acknowledged by Grantor, Grantor has bargained, sold, granted, conveyed, transferred, assigned, set over, and delivered, and by these presents does hereby bargain, sell, grant, convey, transfer, assign, set over, and deliver unto Grantee, its successors and assigns, effective as of the Effective Time, (i) a net profits interest (the "Net Profits Interest") in and to the Minerals in and under and produced and saved from the Subject Interests during the Net Profits Period, calculated in accordance with the provision of Article III below and payable solely out of gross proceeds from the sale of the Subject Minerals produced and saved through the Subject Wells, in an amount equal to the product of the Proceeds Percentage times the Net Profits attributable to the Subject Interests, all as more fully provided hereinbelow and (ii) without duplication of the foregoing, an amount, payable by wire transfer of immediately available funds on or before the fifth Business Day following the first Quarterly Record Date, equal to the product of the Proceeds Percentage times the Net Profits that would have been payable by Grantor to Grantee pursuant to the terms of this Conveyance had Grantee been in existence and this Conveyance been dated and in effect as of July 1, 2006 through, but excluding, the Effective Time, provided that, in the event the amount payable by Grantor pursuant to this clause (ii) cannot be definitively determined as of the fifth Business Day following the first Quarterly Record Date, Grantor shall pay Grantee, by wire transfer of immediately available funds on the such date, an amount equal to Grantor's good faith estimate of the amount payable by Grantor pursuant to this clause (ii), and Grantor and Grantee shall cooperate to subsequently determine the final amount payable by Grantor to Grantee pursuant to this clause (ii) and (a) if such final amount is more than the amount estimated and paid by Grantor to Grantee on the fifth Business Day following the first Quarterly Record Date, then Grantor shall pay the difference between these two amounts to Grantee by wire transfer in immediately available funds within 10 Business Days following the determination of such amount or (b) if such final amount is less than the amount estimated and paid by Grantor to Grantee on such date, then such overpayment shall be addressed in the manner specified in Section 3.4 hereof.

        TO HAVE AND TO HOLD the Net Profits Interest, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns, subject, however, to the following terms and provisions, to-wit:

ARTICLE II
DEFINITIONS

        As used herein, the following terms shall have the meaning ascribed to them below:

        "Administrative Hedge Costs" shall mean those costs paid by Grantor to counter-parties under the Existing Hedges or to Persons that provide credit to maintain any Existing Hedge, (in each case) after the Effective Time but excluding any Hedge Settlement Costs.

        "Affiliate" shall mean with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term "control" (and the correlative terms "controlling," "controlled by," and "under common control") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

        "Assignment of Hedge Proceeds" shall mean that certain Assignment of Hedge Proceeds of even date herewith between Grantor and Grantee.

        "Average Annual Capital Expenditure Amount" shall mean the quotient of (a) the sum of (i) the capital expenditures to be debited to the Net Profits Account and (ii) the amounts debited to the Net Profits Account pursuant to Section 3.1(b)(xiii) for approved capital expenditure projects, in each case attributable to the three twelve-month periods ending on the Capital Expenditure Limitation Date, divided by (b) 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%.

        "BOE" shall mean (a) for Oil included in the Subject Minerals, one barrel, (b) for Gas Liquids included in the Subject Minerals, 1.54 barrels, and (c) for Gas included in the Subject Minerals, the amount of such hydrocarbons equal to one barrel, determined using the ratio of six Mcf of Gas to one barrel of Oil.

        "Business Day" shall mean a day on which any bank to or from which a payment authorized hereunder may be made are not closed as authorized or required by law under the laws of the State of Kansas.

"Capital Expenditure Limitation Date" shall mean the later to occur of (a) June 30, 2023 and (b) the last day of the Payment Period during which the total volumes of the Subject Minerals produced, saved and sold from and after July 1, 2006 equals the volume of 13.239134 MMBOE.

"Contingent Debt Regulations" shall have the meaning given such term in Section 8.9(b).

        "Code" shall mean the Internal Revenue Code of 1986, as amended.

        "Conveyance" shall mean this Conveyance of Net Profits Interest, as the same may be amended or modified from time to time by one or more instruments executed by both Grantor and Grantee.

        "Debit Balance" shall have the meaning given such term in Section 3.2(c).

        "Effective Time" shall mean 7:00 a.m., local time in effect where the Subject Interests are located, on the date of this Conveyance.

        "Eligible Materials" shall mean Materials for which amounts in respect of the cost of such Materials were properly debited to the Net Profits Account.

        "Existing Hedges" shall mean the Hedges entered into by Grantor with respect to the Subject Minerals prior to the date hereof as more particularly described in the Assignment of Hedge Proceeds.

        "Fair Value" shall mean, with respect to any portion of the Net Profits Interest to be released pursuant to Section 5.2 in connection with a sale or release of any Subject Interest, an amount equal to the excess of (i) the proceeds which could reasonably be expected to be obtained from the sale of such portion of the Net Profits Interest to a party which is not an Affiliate of either Grantor or the Trust on an arms'-length negotiated basis, taking into account relevant market conditions and factors existing at the time of any such proposed sale or release, over (ii) Grantee's proportionate share of any sales costs, commissions and brokerage fees.

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        "Farmout Agreement" shall mean any farmout agreement, participation agreement, exploration agreement, development agreement or any similar agreement.

        "Gas" shall mean natural gas and other gaseous hydrocarbons or minerals, including helium, but excluding any Gas Liquids.

        "Gas Liquids" shall mean those natural gas liquids and other liquid hydrocarbons, including ethane, propane, butane and natural gasoline, and mixtures thereof, that are removed from a Gas stream by the liquids extraction process of any field facility or gas processing plant and delivered by the facility or plant as natural gas liquids.

        "Grantee" shall mean Grantee as defined in the first paragraph of this Conveyance, and its successors and assigns; and, unless the context in which used shall otherwise require, such term shall include any successor owner at the time in question of any or all of the Net Profits Interest.

        "Grantor" shall mean MV Partners, LLC and its successors and assigns; and, unless the context in which used shall otherwise require, such term shall include any successor owner at the time in question of any or all of the Subject Interests.

        "Hedge" shall mean any commodity hedging transaction pertaining to Minerals, whether in the form of (i) forward sales and options to acquire or dispose of a futures contract solely on an organized commodities exchange, (ii) derivative agreements for a swap, cap, collar or floor of the commodity price, or (iii) similar types of financial transactions classified as "notional principal contracts" pursuant to Treasury Regulation § 1.989-1T(a)(2).

        "Hedge Settlement Costs" shall mean any and all payments required to be made by Grantor to the counterparties in connection with the settlement or mark-to-market of trades made under any Existing Hedge and all payments made by Grantor for any early termination of any Existing Hedge.

        "Lease" shall mean (i) a lease of one or more Minerals described in Exhibit A attached hereto as to all lands and depths described in such lease (or the applicable part or portion thereof if limited in depth and/or areal extent in Exhibit A) and any interest therein and any leasehold interest in any other lease of Minerals derived from the pooling or unitization of such lease (or portion thereof if limited on Exhibit A) with other leases, together with any interest acquired or maintained by Grantor in any and all extensions of such lease, (ii) any replacement lease taken upon or in anticipation of termination of such lease (if executed and delivered during the term of or within one year after the expiration of the predecessor lease), as to all lands and depths described in the predecessor lease (unless the extended or predecessor lease is specifically limited in depth or areal extent in Exhibit A, in which event only the corresponding portion of such lease shall be considered a renewal or extension or a replacement lease subject to this Conveyance), and (iii) any other Mineral leasehold, royalty, overriding royalty or Mineral fee interest described in Exhibit A attached hereto; and "Leases" shall mean all such leases and all such renewal and extensions and replacement leases.

        "LLC Agreement" shall have the meaning given such term in Section 3.1(b)(i).

        "Manufacturing Costs" shall mean the costs of Processing that generate Manufacturing Proceeds received by Grantor.

        "Manufacturing Proceeds" shall mean the excess, if any, of (i) proceeds received by Grantor from the sale of Subject Minerals that are the result of any Processing over (ii) the part of such proceeds that represents the Market Value of such Subject Minerals before any Processing.

        "Market Value" of any Subject Minerals shall mean:

        (a)   With respect to Oil and Gas Liquids, (i) the highest price available to Grantor for such Oil and Gas Liquids at the Lease on the date of delivery pursuant to a bona fide offer, posted price or other generally available marketing arrangement from or with a non-Affiliate purchaser, or (ii) if no

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such offer, posted price or arrangement is available, the fair market value of such Oil and/or Gas Liquids, on the date of delivery at the Lease, determined in accordance with generally accepted and usual industry practices;

        (b)   With respect to Gas, (i) the price specified in any Production Sales Contract for the sale of such Gas or (ii) if such Gas cannot be sold pursuant to a Production Sales Contract, (A) the average of the three highest prices (adjusted for all material differences in quality) being paid at the time of production for Gas produced from the same field in sales between non-affiliated Persons (or, if there are not three such prices within such field, within a 50-mile radius of such field) but, for any Gas subject to price restrictions established, prescribed or otherwise imposed by any governmental authority having jurisdiction over the sale of such gas, no more than the highest price permitted for such category or type of gas after all applicable adjustments (including without limitation tax reimbursement, dehydration, compression and gathering allowances, inflation and other permitted escalations), or (B) if subsection (b)(ii)(A) above is not applicable, the fair market value of such Gas, on the date of delivery, at the Lease, determined in accordance with generally accepted and usual industry practices.

        "Materials" shall mean materials, supplies, equipment and other personal property or fixtures located on or used in connection with the Subject Interests.

        "Mcf" shall mean one thousand cubic feet.

        "Minerals" shall mean Oil, Gas and Gas Liquids.

        "MMBOE" shall mean one million BOE.

        "Net Profits" shall have the meaning given such term in Section 3.2(b).

        "Net Profits Account" shall mean the account maintained in accordance with the provisions of Section 3.1.

        "Net Profits Interest" shall have the meaning given such term in Article I.

        "Net Profits Period" shall mean the period from and after the Effective Time until and including the Termination Date.

        "Oil" shall mean crude oil, condensate and other liquid hydrocarbons recovered by field equipment or facilities, excluding Gas Liquids.

        "Payment Period" shall mean a calendar quarter, provided that the first Payment Period shall mean the period from and after the Effective Time until December 31, 2006, and the last Payment Period shall mean any portion of the calendar quarter during which the Termination Date occurs from the beginning of such calendar quarter until and including the Termination Date.

        "Permitted Encumbrances" shall mean the following whether now existing or hereinafter created but only insofar as they cover, describe or relate to the Subject Interests or the lands described in any Lease:

        (a)   the terms, conditions, restrictions, exceptions, reservations, limitations and other matters contained in the agreements, instruments and documents that create or reserve to Grantor its interests in any of the Leases, including any Prior Reversionary Interest;

        (b)   any (i) undetermined or inchoate liens or charges constituting or securing the payment of expenses that were incurred incidental to maintenance, development, production or operation of the Leases or for the purpose of developing, producing or processing Minerals therefrom or therein, and (ii) materialman's, mechanics', repairman's, employees', contractors', operators' or other similar liens or charges for liquidated amounts arising in the ordinary course of business that Grantor has agreed to pay or is contesting in good faith in the ordinary course of business;

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        (c)   any liens for taxes and assessments not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business;

        (d)   any liens or security interests created by law or reserved in any Lease for the payment of royalty, bonus or rental, or created to secure compliance with the terms of the agreements, instruments and documents that create or reserve to Grantor its interests in the Leases;

        (e)   any obligations or duties affecting the Leases to any municipality or public authority with respect to any franchise, grant, license or permit, and all applicable laws, rules, regulations and orders of any governmental authority;

        (f)    any (i) easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations, pipelines, grazing, hunting, lodging, canals, ditches, reservoirs or the like, and (ii) easements for streets, alleys, highways, pipelines, telephone lines, power lines, railways and other similar rights-of-way, on, over or in respect of the lands described in the Leases, provided that, in the case of clauses (i) and (ii), such easements, rights-of-way, servitudes, permits, surface leases and other rights do not materially impair the value of the Net Profits Interest;

        (g)   all lessors' royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other burdens on or deductions from the proceeds of production created or in existence as of the Effective Time;

        (h)   preferential rights to purchase or similar agreements and required third party consents to assignments or similar agreements;

        (i)    all rights to consent by, required notices to, filings with, or other actions by any governmental authority in connection with the sale or conveyance of the Leases or interests therein;

        (j)    production sales contracts; division orders; contracts for sale, purchase, exchange, refining or processing of Minerals; unitization and pooling designations, declarations, orders and agreements; operating agreements; agreements for development; area of mutual interest agreements; gas balancing or deferred production agreements; processing agreements; plant agreements; pipeline, gathering and transportation agreements; injection, repressuring and recycling agreements; salt water or other disposal agreements; seismic or geophysical permits or agreements; and any and all other agreements entered into by Grantor or its Affiliates in connection with the exploration or development of the Leases or the extraction, processing or marketing of production therefrom or to which any of the Leases were subject when acquired by Grantor or its Affiliates; and

        (k)   conventional rights of reassignment upon release or abandonment of property.

        "Person" shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental agency, subdivision, or instrumentality, or other entity or association.

        "Possible Refundable Amounts" shall have the meaning set forth in Section 3.1(a)(v).

        "Prime Interest Rate" shall mean the lesser of (a) the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its "prime rate" in effect at its principal office in New York City (each change in the prime rate to be effective on the date such change is publicly announced), with the understanding that such bank's "prime rate" may be one of several base rates, may serve as a basis upon which effective rates are from time to time calculated for loans making reference thereto, and may not be the lowest of such bank's base rates or (b) the maximum rate of interest permitted under applicable law.

        "Prior Reversionary Interest" shall mean any contract, agreement, Farmout Agreement, lease, deed, conveyance or operating agreement that exists as of the Effective Time or that burdened the Subject Interests at the time such Subject Interests were acquired by Grantor, that by the terms thereof

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requires a Person to convey a part of the Subject Interests to another Person or to permanently cease production of any Subject Well, including obligations arising pursuant to any operating agreements, Leases, coal leases, and other similar agreements or instruments affecting the Subject Interests.

        "Proceeds Percentage" shall mean eighty percent (80%).

        "Processing" or "Processed" shall mean to manufacture, fractionate or refine Subject Minerals, but such terms do not mean or include activities involving the use of normal lease or well equipment (such as dehydrators, gas treating facilities, mechanical separators, heater-treaters, lease compression facilities, injection or recycling equipment, tank batteries, field gathering systems, pipelines and equipment and so forth) to treat or condition Minerals or other normal operations on any of the Subject Interests.

        "Production Sales Contracts" shall mean all contracts, agreements and arrangements for the sale or disposition of Minerals.

        "Quarterly Record Date" shall mean the 15^th day (or the next Business Day, if the 15^th day is not a Business Day) of the first month following the close of each Payment Period. The first Quarterly Record Date shall be January 15, 2007.

"Related Party" shall mean either Vess Oil Corporation or Murfin Drilling Company, Inc., as the case may be.

"Reserve Account" shall mean an account to be maintained by Grantor pursuant to Section 3.1; provided that the balance in such account at any time shall not exceed $1,000,000, and provided further that amounts held in such account shall be expended by Grantor only with respect to the exploration, development, maintenance or operation of the Subject Interests and related activities.

        "Subject Interests" shall mean each kind and character of right, title, claim, or interest (collectively the "rights"), that Grantor has or owns in the Leases whether such right be under or by virtue of a lease, a unitization or pooling order, an operating agreement, a division order, or a transfer order or be under or by virtue of any other type of claim or title, legal or equitable, recorded or unrecorded, all as such rights shall be (a) enlarged or diminished by virtue of the provisions of Section 4.2, and (b) enlarged by the discharge of any payments out of production or by the removal of any charges or encumbrances to which any of such rights are subject on the Effective Time (provided that such removal is pursuant to the express terms of the instrument that created such charge or encumbrance) and any and all renewals and extensions of the right occurring within one year after the expiration of such rights.

        "Subject Minerals" shall mean all Minerals in and under and that may be produced, saved, and sold from, and are attributable to, the Subject Interests from and after the Effective Time, after deducting the appropriate share of all royalties and any overriding royalties, production payments and other similar charges (except the Net Profits Interest) burdening the Subject Interests at the Effective Time, provided that, (a) there shall not be included in the Subject Minerals (i) any Minerals attributable to non-consent operations conducted with respect to the Subject Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are dedicated to the recoupment or reimbursement of costs and expenses of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract for development, or other instrument providing for such non-consent operations (including any interest, penalty or other amounts related thereto), or (ii) any Minerals unavoidably lost in production or used by Grantor for production operations (including without limitation, fuel, secondary or tertiary recovery) conducted solely for the purpose of producing Subject Minerals from the Subject Interests and (b) there shall be included in the Subject Minerals any Minerals attributable to non-consent operations conducted with respect to the Subject Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are produced, saved, and sold from, and are attributable to the Subject Interests after the Effective Time from and after the recoupment or reimbursement of costs and expenses (including any interest, penalty or other amounts related thereto) of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract agreement, contract development, or other instruments providing for such non-consent operations.

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        "Subject Well" shall mean each well on the Subject Interests in respect of which Grantor owns any interest or is entitled to any of the Minerals production or the proceeds therefrom (whether directly or indirectly by virtue of the effect of any farmout or farmin provisions or other provisions).

        "Termination Date" shall mean the later of (a) June 30, 2026 and (b) the day on which the total volume of the Subject Minerals (including any Subject Minerals produced from the Subject Interests Transferred by Grantor pursuant to Section 5.1 hereof) produced, saved and sold from and after July 1, 2006 equals a volume of (i) 14.393950 MMBOE less (ii) the aggregate volume of proved reserves attributable to the Subject Interests that are Transferred by Grantor pursuant to Section 5.2 hereof (with the volume of proved reserves attributable to any individual Subject Interest so Transferred determined solely by reference to the quantity of reserves attributable to such Subject Interest that are expected to be produced during the term of the Net Profits Interest in the most recent reserve report prepared by an independent reserve engineer in accordance with the methodology specified in the rules and regulations of the Securities and Exchange Commission, provided that, in the event an independent reserve engineer has not prepared a reserve report satisfying the foregoing requirements within 12 months prior to the date of the Transfer of such Subject Interest, no volume of proved reserves for much Subject Interest shall be included in such aggregate volume pursuant to this clause (ii)).

        "Third Party" shall mean any Person other than Grantor, Grantee or the Trust.

        "Transfer" including its syntactical variants, shall mean any assignment, sale, transfer, conveyance, or disposition of any property; provided, Transfer as used herein does not include the granting of a security interest in Grantor's interest in any property, including the Subject Interests or the Subject Minerals.

        "Trust Units" shall have the meaning ascribed to such term in the Amended and Restated Trust Agreement of MV Oil Trust, dated of even date herewith, by and among Grantor, Grantee and Wilmington Trust Company.

ARTICLE III
ESTABLISHMENT OF NET PROFITS ACCOUNT

        3.1   Net Profits Account and Reserve Account. Grantor shall establish and maintain true and correct books and records in order to determine the credits and debits to a Net Profits Account and a Reserve Account to be maintained by Grantor at all times during the Net Profits Period, in accordance with the terms of this Conveyance and prudent and accepted accounting practices. For purposes of this Section 3.1:

        (a)   The Net Profits Account shall be credited with an amount equal to the sum, from and after the Effective Time with respect to each Payment Period, of the gross proceeds (determined before calculating the Net Profits) received by Grantor from the sale of all Subject Minerals; provided, however, that:

(i)

gross proceeds shall include all consideration received, directly or indirectly, for Transfers of Subject Minerals as, if and when produced, including without limitation (but subject to Section 3.1(a)(v)) advance payments and payments under take-or-pay and similar provisions of Production Sales Contracts;



(ii)

if any proceeds are withheld from Grantor for any reason (other than at the request of Grantor), such proceeds shall not be considered to be gross proceeds until such proceeds are actually received by Grantor;



(iii)

if Grantor becomes an underproduced party under any Gas balancing or similar arrangement affecting the Subject Interests, then the Net Profits Account shall not be credited with any amounts for any Gas attributable to the Subject Interests that is deemed to be stored for

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Grantor's account under the terms of such Gas balancing arrangement, and if Grantor becomes an overproduced party under any Gas balancing or similar arrangement affecting the Subject Interests, then the Net Profits Account shall not be credited with any amount for any Gas taken by an underproduced party as "make-up" Gas that would otherwise be attributable to the Subject Interests. The Net Profits Account shall be credited with amounts received by Grantor (1) for any "make up" Gas taken by Grantor as a result of its position as an underproduced party under any Gas balancing or similar arrangement affecting the Subject Interests, (2) as a balancing of accounts under a Gas balancing or other similar arrangement affecting the Subject Interests either as an interim balancing or at the depletion of the reservoir, and (3) for any Gas taken by Grantor attributable to the Subject Interests in excess of its entitlement share of such Gas;

(iv)

if Grantor shall be a party as to any non-consent operations conducted with respect to all or any of the Subject Interests from and after the Effective Time, all gross proceeds to be credited to the Net Profits Account with respect thereto shall be governed by Section 4.3;



(v)

if a controversy or possible controversy exists (whether by reason of any statute, order, decree, rule, regulation, contract, or otherwise) as to the correct or lawful sales price of any Subject Minerals, or if any amounts received or to be received by Grantor as "take-or-pay" or "ratable take" payments are subject to refund to any purchasers of Subject Minerals (in each case, such amounts together with any other gross proceeds withheld from, or repayable by, Grantor, "Possible Refundable Amounts"), then:



(A)

amounts withheld by such purchaser or deposited by it with an escrow agent shall not be considered to have been received by Grantor and shall not be credited to the Net Profits Account until actually collected by Grantor; provided, however, that the Net Profits Account shall not be credited with any interest, penalty, or other amount that is not derived from the sale of Subject Minerals; and



(B)

amounts received or to be received by Grantor and promptly deposited or to be deposited by it with a non-Affiliate escrow agent, to be placed in interest bearing accounts under usual and customary terms, shall not be considered to have been received by Grantor and shall not be credited to the Net Profits Account until actually disbursed to Grantor by such escrow agent; provided, however, that the Net Profits Account shall not be credited with any interest, penalty, or other amount that is not derived from the sale of Subject Minerals;



(vi)

gross proceeds shall not include any amount received by Grantor in respect of any production of Subject Minerals prior to the Effective Time;



(vii)

the Net Profits Account shall not be credited with any amount that Grantor shall receive for any sale or other disposition of any of the Subject Interests or in connection with any adjustment of any well and leasehold equipment upon unitization of any of the Subject Interests;



(viii)

gross proceeds shall not include any Manufacturing Proceeds or other amounts that are reductions of debits to the Net Profits Account under the proviso of Section 3.1(b);



(ix)

in the event that Subject Minerals are Processed prior to sale, gross proceeds shall include only the Market Value of such Subject Minerals before any such Processing;



(x)

the amount of gross proceeds credited to the Net Profits Account during any Payment Period shall be reduced by (1) the aggregate Hedge Settlement Costs paid by Grantor with respect to such Payment Period and (2) overpayments pursuant to Section 3.4;

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(xi)

gross proceeds shall not include any amount to which Grantor is entitled by virtue of a judgment of a court of competent jurisdiction resolving a dispute hereunder between Grantee and Grantor in favor of Grantor, or any amount paid to Grantor in settlement of such dispute; and



(xii)

gross proceeds shall not include any additional proceeds from the sale of Minerals related to any Subject Well with respect to which Grantor elects to be a participating party (whether pursuant to an operating agreement or other agreement or arrangement, including without limitation, non-consent rights and obligations imposed by statute or regulatory agency) with respect to any operation with respect to such Subject Well where another party or parties have elected not to participate in such operation (or have elected to abandon such Subject Well) and Grantor elects to pay the costs of such nonparticipating or abandoning party and as a result of which Grantor becomes entitled to receive, either temporarily (i.e., through a period of recoupment) or permanently any additional proceeds from the sale of Minerals related to such Subject Well.

        (b)   The Net Profits Account shall be debited with an amount equal to the sum of the following (excluding in all events Manufacturing Costs and Hedge Settlement Costs), to the extent that the same are properly allocable to the Subject Interests (and any related equipment or property used in connection therewith) and the production and (subject to Section 4.5) marketing of Subject Minerals therefrom and have been incurred or accrued (as described below) by Grantor from and after the Effective Time and attributable to periods ending on or before the Termination Date:

(i)

all direct costs (including capital costs) paid by Grantor (A) for all direct labor (including fringe benefits) and other services necessary for exploring, developing, operating, producing, reworking and maintaining the Subject Interests, (B) for dehydration, compression, separation and transportation of the Subject Minerals, and (C) for all Materials purchased for use on, or in connection with, any of the Subject Interests (including without limitation (1) all amounts charged Grantor for conformance of investment if the Subject Interests or any part or parts thereof are hereafter from time to time unitized or if any participating area in a federal divided-type unit is changed, (2) the costs of any seismic (including 3-D seismic surveys), geological or geophysical operations relating to the search for Subject Minerals, (3) the costs of drilling, completing, testing, equipping, plugging back, reworking, recompleting and plugging and abandoning any well on the Subject Interests, whether or not such well is a producer or is abandoned as a dry hole or junked, (4) the cost of constructing gathering facilities, tanks and other production and delivery facilities on the Subject Interests, and (5) the cost of secondary recovery, pressure maintenance, repressuring, recycling and other operations conducted for the purpose of enhancing production); provided, however, that the debits made to the Net Profits Account pursuant to this subsection (and, to the extent applicable, pursuant to the other applicable provisions of this Conveyance) with respect to any Subject Interest shall be made on the same basis as such costs are charged under the operating agreement (if any) applicable to such Subject Interest at the time the transaction giving rise to such debit occurred, except that (I) in the case where Grantor, a Related Party or one of Grantor's Affiliates acts as operator of any Subject Interest, the costs (including overhead charges) debited to the Net Profits Account with respect to such Subject Interest shall not exceed the charges determined in accordance with the applicable provisions of the First Amended and Restated Operating Agreement of MV Partners LLC dated September 1, 2006 between MV Energy, LLC and VAP-1, LLC, as currently in effect (the "LLC Agreement"); and (II) in the event a Subject Interest is operated at such time by a non-Affiliate of Grantor but is not subject to an operating agreement, such debit shall be made on the same basis as Grantor is charged by such non-Affiliate of Grantor; provided, further, if Grantor elects to pay the costs of a nonconsenting party or nonparticipating party

9

with respect to which the Net Profits Account is not credited pursuant to Section 3.1(a), Grantor shall be solely responsible for such costs;

(ii)

all costs (including without limitation outside legal, accounting and engineering services) attributable to the Subject Interests of (A) handling, investigating and/or settling litigation, administrative proceedings and claims (including without limitation lien claims other than liens for borrowed funds) and (B) payment of judgments, penalties and other liabilities (including interest thereon), paid by Grantor (and not reimbursed under insurance maintained by Grantor or others) and involving any of the Subject Interests, or incident to the development, operation or maintenance of the Subject Interests, or requiring the payment or restitution of any proceeds of Subject Minerals, or arising from tax or royalty audits, except that there shall not be debited to the Net Profits Account any expenses incurred by Grantor in litigation of any claim or dispute arising hereunder between Grantor and Grantee or amounts paid by Grantor to Grantee pursuant to a final order entered by a court of competent jurisdiction resolving any such claim or dispute or amounts paid by Grantor to Grantee in connection with the settlement of any such claim or dispute;



(iii)

all taxes (except federal and state income, transfer, mortgage, inheritance, estate, franchise and like taxes) incurred, accrued or paid by Grantor with respect to the ownership of the Subject Interests or the extraction of the Subject Minerals, including without limitation production, severance, and/or excise and other similar taxes assessed against, and/or measured by, the production of (or the proceeds or value of production of) Subject Minerals, occupation taxes, sales and use taxes, and ad valorem taxes assessed against or attributable to the Subject Interests or any equipment used in connection with production from any of the Subject Interests and any extraordinary or windfall profits taxes that may be assessed in the future based upon profits realized or prices received from the sale of Subject Minerals; provided, however, that if Grantee is assessed any of such taxes individually and Grantee pays such taxes, then the taxes which Grantee is assessed individually and has paid shall not be debited to the Net Profits Account;



(iv)

insurance premiums attributable to the ownership or operation of the Subject Interests paid by Grantor for insurance actually carried for periods after the Effective Time with respect to the Subject Interests, or any equipment located on any of the Subject Interests, or incident to the development, operation or maintenance of the Subject Interests, it being recognized that where the coverage is general in nature, or relates to a group of properties (or more than one interest in the same property), only that portion which is reasonably allocated to the Subject Interests shall be debited hereunder;



(v)

all amounts paid by Grantor attributable to the Subject Interests and consisting of (A) rent and other consideration paid for the use or damage to the surface, (B) delay rentals, shut-in well payments, minimum royalties and similar payments paid pursuant to the provisions of agreements in force and effect before the Effective Time and (C) fees for renewals or extensions of the Leases included in the Subject Interests;



(vi)

amounts attributable to the Subject Interests and charged by the relevant operator (including those amounts charged to Grantor by any Related Party) as overhead charges specified in applicable operating agreements or other arrangements now or hereafter covering the Subject Interests or Grantor's operations with respect thereto (subject to the first proviso in Section 3.1(b)(i));



(vii)

if as a result of the occurrence of the bankruptcy or insolvency or similar occurrence of the purchaser of Subject Minerals any amounts previously credited to the Net Profits Account are reclaimed from Grantor or its representative, then the amounts reclaimed as promptly as practicable following Grantor's payment thereof;

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(viii)

if Grantor shall be a party as to any non-consent operations conducted with respect to all or any of the Subject Interests, all costs related to such non-consent operations to be debited to the Net Profits Account with respect thereto shall be governed by Section 4.3;



(ix)

the costs paid by Grantor in connection with the exercise of its rights pursuant to Section 4.6;



(x)

all costs paid by Grantor for recording this Conveyance;



(xi)

all Administrative Hedge Costs paid by Grantor;



(xii)

without duplication of the costs described in (ix) above, all other direct costs paid by Grantor for the necessary or proper drilling, completion, hook up, production, operation, reworking, recompleting and maintenance of the Subject Wells and Subject Interests, and the plugging and abandoning of any unplugged Subject Wells located on the Subject Interests, abandoning of any facilities used in connection with the Subject Interests and, where applicable, restoring of the surface of the Subject Interests;



(xiii)

any Debit Balance carried forward pursuant to Section 3.2(c); and



(xiv)

the amount of any increase in the Reserve Account related to projected costs of scheduled future capital expenditure projects, including well drilling, recompletion and workover costs that have been approved by Grantor in writing;

provided that the costs referred to in this Section 3.1(b) shall be reduced by the following amounts received by Grantor from and after the Effective Time: (A) any amounts received by Grantor as delay rentals, bonus, royalty or other similar payments in connection with any Farmout Agreement or for dry hole, bottom hole or other similar contributions related to the Subject Interests or otherwise, (B) upon salvage or other disposition, the applicable actual salvage value (as determined in accordance with the applicable operating agreement then in effect and binding upon Grantor) of any Eligible Materials, less, in each instance the actual costs of salvage or other disposition, (C) any cash payments received by Grantor as a result of any pooling or unitization of the Subject Interests if the costs giving rise to such payments were charged to the Net Profits Account, directly or indirectly, (D) any insurance proceeds received by Grantor in respect of the Subject Interests, Subject Minerals or Eligible Materials if the cost of such insurance was charged to the Net Profits Account, directly or indirectly, (E) any amounts received by Grantor from third parties as rental or use fees for Eligible Materials, (F) the gross proceeds of any judgments or claims received by Grantor for damages occurring on or after the Effective Time to the Subject Interests (or any part thereof or interest therein) or any Materials (or any part thereof or interest therein) used in connection with the operation of the Subject Interests or any Subject Minerals, (G) any proceeds from the sale of Eligible Materials, (H) any payments made to Grantor in connection with the drilling or deferring of drilling of any Subject Well, (I) if, from and after the Effective Time, any Subject Minerals shall be Processed before sale, the excess, if any, of the Manufacturing Proceeds arising therefrom over the Manufacturing Costs of such Processing, (J) any interest, penalty or other amount not derived from the sale of the Subject Minerals that is paid to Grantor by the purchaser of production or escrow agent in connection with Possible Refundable Amounts withheld or deposited with an escrow agent, and (K) any amounts in the Reserve Account that are used to pay for any costs specified in clauses (i) through (xii) of this Section 3.1(b) (which amounts so used shall reduce the amount of the Reserve Account); and provided further that (1) during each 12-month period beginning on the Capital Expenditure Limitation Date, the sum of (x) the capital expenditures to be debited to the Net Profits Account and (y) the amounts debited to the Net Profits Accounts pursuant to Section 3.1(b)(xiii) may not exceed the Average Annual Capital Expenditure Amount, and (2) any amounts in the Reserve Account referred to in Section 3.1(b)(xiii) immediately preceding the Termination Date shall be credited to Net Profits Account as of the Termination Date.

        (c)   Notwithstanding anything herein to the contrary, the amounts debited to the Net Profits Account shall not include any of the following: (A) any amount that has also been used to reduce or

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offset the amount of the Subject Minerals (or proceeds of production thereof) or has otherwise not been included therein (including, by way of example and without limitation, proceeds attributable to royalties, overriding royalties, production payments and other charges burdening the Subject Interests at the Effective Time); (B) any overriding royalty, production payment or other charge burdening the Subject Interests which was created by Grantor after the Effective Date; (C) any general, administrative or overhead costs paid or incurred by Grantor or its Affiliates, except for those permitted under Section 3.1(b)(vi); (D) any amounts paid by Grantor (initial or a successor) to such Grantor's predecessor in interest with respect to part or all of the Subject Interests (including without limitation any purchase price or other consideration paid by Grantor to such predecessor in interest to acquire all or part of the Subject Interests); and (E) any interest, premiums, fees or similar charges arising out of borrowings or purchases of any goods, equipment or other items on credit, whether or not used on or otherwise related to the Subject Interests.

        (d)   Nothing set forth in this Section 3.1 shall be interpreted or applied in any manner that shall ever require or permit any duplication of all or any part of any credit or debit (or reduction thereto) to the Net Profits Account with respect to the same transaction, item of expense or charge, under this Conveyance, or that shall ever require or permit any inclusion of any charge to the Net Profits Account that is reimbursed to Grantor by any Person.

        (e)   GRANTEE, BY ITS ACCEPTANCE OF THE NET PROFITS INTEREST, CLEARLY AND UNEQUIVOCALLY EXPRESSES ITS INTENT THAT THE DEBITS TO THE NET PROFITS ACCOUNT CONTAINED IN SECTION 3.2(b) SHALL BE APPLICABLE REGARDLESS OF WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES THAT MAY BE DEBITED IN ACCORDANCE WITH SUCH SECTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF GRANTOR OR ANY OF ITS AFFILIATES, OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GRANTOR OR ANY OF ITS AFFILIATES, EXCEPT TO THE EXTENT THAT ANY SUCH LOSSES, COSTS, EXPENSES OR DAMAGES RESULT, DIRECTLY OR INDIRECTLY, FROM ANY BREACH OR NONCOMPLIANCE WITH THE OPERATIONS STANDARD SET FORTH IN SECTION 4.1 HEREOF, AND NOTHING CONTAINED HEREIN OR ELSEWHERE IN THIS CONVEYANCE SHALL BE CONSTRUED AS A WAIVER OR RELEASE OF GRANTOR FROM ANY CLAIM, ACTION OR LIABILITY ARISING UNDER SECTION 4.1 HEREOF.

        3.2   Accounting.

        (a)   At the end of each Payment Period, a calculation of net profits shall then be made by Grantor by deducting (i) the total debits (and reductions thereof) properly made to the Net Profits Account during such Payment Period pursuant to Section 3.1(b) from (ii) the total credits properly made to such Net Profits Account during such Payment Period pursuant to Section 3.1(a).

        (b)   If the computation made in accordance with Section 3.1(a) results in a positive amount with respect to a Payment Period (the "Net Profits"), then (i) that positive amount shall be subtracted from the balance of the Net Profits Account to cause the Net Profits Account to have a zero balance immediately following the end of such Payment Period, (ii) that positive amount shall be multiplied by the Proceeds Percentage to determine the Net Profits Interest and (iii) the resulting product from the calculations in (ii) above shall be payable to Grantee as specified in Section 3.3.

        (c)   If the computation made in accordance with Section 3.2(a) results in a negative amount with respect to a Payment Period, the negative sum shall be deemed the "Debit Balance." Any Debit Balance shall be carried forward as a debit to the Net Profits Account for the following Payment Period. If there is a Debit Balance at the end of any Payment Period, no payments shall be made to Grantee in respect of the Net Profits Interest nor shall Grantee ever be liable to make any payment to Grantor in respect of the Debit Balance. In the event that any Debit Balance exists, then an amount shall be computed equal to interest on such Debit Balance at the Prime Interest Rate for the period between the last day of the Payment Period that resulted in such Debit Balance and the last day of the next Payment Period, which amount shall, on the last day of such next Payment Period, be debited to the Net Profits Account in the same manner as other debits to the Net Profits Account for such Payment Period.

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        (d)   All amounts received by Grantor from the sale of the Subject Minerals for any Payment Period shall be held by Grantor in one of its general bank accounts and Grantor shall not be required to maintain a segregated account for such funds.

        3.3   Payment of Proceeds Percentage of Net Profits. On or before the fifth Business Day following the Quarterly Record Date for each Payment Period, Grantor shall transfer or cause to be transferred to Grantee an amount in respect of the Subject Interests equal to the product of the Proceeds Percentage times the Net Profits with respect to the immediately preceding Payment Period in accordance with Section 3.2(b). All funds delivered to Grantee on account of the Net Profits Interest shall be calculated and paid entirely and exclusively out of the gross proceeds attributable to the Subject Minerals attributable to the Subject Interests.

        3.4   Overpayment; Past Due Payments. If Grantor ever pays Grantee more than the amount of money then due and payable to Grantee under this Conveyance, Grantee shall not be obligated to return the overpayment, but Grantor may at any time thereafter reduce the gross proceeds used to calculate the Net Profits and retain for its own account an amount equal to the overpayment, plus interest at the Prime Interest Rate on such amount, commencing on the sixth (6th) day from the date of the overpayment to the date such amount is recovered by Grantor from such proceeds. Any amount not paid by Grantor to Grantee with respect to the Net Profits Interest when due shall bear, and Grantor hereby agrees to pay, interest at the Prime Interest Rate from the due date until such amount has been paid. Grantor shall give Grantee written notice with respect to any underpayment or overpayment described in this Section 3.4, together with supporting worksheets and data.

        3.5   Statements.

        (a)   On each Quarterly Record Date, Grantor shall deliver to Grantee a statement showing the computation of the Net Profits and the Proceeds Percentage of the Net Profits, including gross proceeds and debits therefrom (including any reductions to such gross proceeds and/or debits), with respect to the preceding Payment Period.

        (b)   On the first Quarterly Record Date after the end of each calendar year and on the Quarterly Record Date after the Termination Date, such statement shall also show the computation of the Net Profits and the Proceeds Percentage of the Net Profits, including gross proceeds and debits therefrom (including any reductions to such gross proceeds and/or debits), for the preceding calendar year (or portion thereof when the Net Profits Interest was in effect).

        (c)   If Grantee takes exception to any item or items included in any quarterly statement required by Section 3.5(a), Grantee must notify Grantor in writing within one hundred and twenty (120) days after the end of the fiscal year with respect to which such statements relate. Such notice must set forth in reasonable detail the specific debits complained of and to which exception is taken or the specific credits which should have been made and allowed. Adjustments shall be made for all complaints and exceptions that are agreed to by the parties; provided that if the parties do not agree, such disputed matters shall be subject to the arbitration provisions set forth in Article XI of the Amended and Restated Trust Agreement of MV Oil Trust dated of even date herewith by and among Grantor, Wilmington Trust Company, a banking corporation organized under the laws of the State of Delaware, and Grantee.

        (d)   Notwithstanding anything to the contrary herein, all matters reflected in Grantor's statements for the preceding calendar year (or portion thereof) that are not objected to by Grantee in the manner provided by this Section 3.5(c) shall be deemed correct as rendered by Grantor to Grantee.

        3.6   Information/Access.

        (a)   Grantor shall maintain true and correct books, records, and accounts of (i) all transactions required or permitted by this Conveyance and (ii) the financial information necessary to effect such

13

transactions, including the financial information needed to calculate the Net Profits with respect to any Payment Period.

        (b)   Grantee or its representative, at the Trust's expense, may inspect and copy such books, records, and accounts in the offices of Grantor during normal business hours and upon reasonable notice.

        (c)   At Grantee's request, subject to applicable restrictions on disclosure and transfer of information, Grantor shall give Grantee and its designated representatives (on behalf of the Trust) reasonable access in Grantor's office during normal business hours to (i) all geological, Subject Well and production data in Grantor's possession or Grantor's Affiliates' possession, relating to operations on the Subject Interests and (ii) all reserve reports and reserve studies in the possession of Grantor or of Grantor's Affiliates, relating to the Subject Interests, whether prepared by Grantor, by Grantor's Affiliates, or by consulting engineers.

        (d)   Grantor makes no representations or warranties about the accuracy or completeness of any such data, reports, or studies referred to in Section 3.6(c) and shall have no liability to Grantee, the Trust or any other Person resulting from such data, studies, or reports.

ARTICLE IV
OPERATION OF THE SUBJECT INTERESTS

        4.1   Operations Standard. To the extent that Grantor controls such matters and notwithstanding anything to the contrary herein, Grantor agrees that it will conduct and carry on, or cause to be conducted and carried on, the exploration, development, maintenance and operation of the Subject Interests in the same manner as a reasonably prudent operator in the State of Kansas would do under the same or similar circumstances acting with respect to its own properties (without regard to the existence of the Net Profits Interest); provided that in no event shall Grantor be deemed in breach of the foregoing standard in connection with costs or charges paid by Grantor to any Related Party for operations with respect to the Subject Interests in accordance with Sections 5.5 and 5.6 of the LLC Agreement. Grantee acknowledges that Grantor is and shall be an undivided interest owner with respect to the Subject Interests. Grantee agrees that the acts or omissions of Grantor's co-owners shall not be deemed to constitute a violation of the provisions of this Section 4.1, nor shall any action required by a vote of co-owners be deemed to constitute such a violation so long as Grantor has voted its interest in a manner designed to comply with this Section 4.1. Nothing contained in this Section 4.1 shall be deemed to prevent or restrict Grantor from electing not to participate in any operations that are to be conducted under the terms of any operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to the Subject Interests (or any portion thereof) and permitting consenting parties to conduct non-consent operations thereon if a reasonably prudent operator in the State of Kansas acting with respect to its own properties (without regard to the existence of the Net Profits Interest) would make such elections.

        4.2   Pooling and Unitization. Grantor shall have the right to pool or unitize all or any of the Leases as to any one or more of the formations or horizons thereunder, and as to any of the Subject Minerals, when, in the reasonable judgment of Grantor, it is necessary or advisable to do so in order to form a drilling or proration unit to facilitate the orderly development of the Subject Interests or to comply with the requirements of any law or governmental order or regulation relating to the spacing of wells or proration of the production therefrom. For purposes of computing the Net Profits, there shall be allocated to the Subject Interests included in such unit a pro rata portion of the Minerals produced from the pooled unit on the same basis that production from the pool or unit is allocated to other working interests in such pool or unit. The interest in any such unit attributable to the Subject Interests (or any part thereof) included therein shall become a part of the Subject Interests and shall be subject

14

to the Net Profits Interest in the same manner and with the same effect as if such unit and the interest of Grantor therein were specifically described in Exhibit A to this Conveyance.

        4.3   Non-Consent. If Grantor elects to be a non-participating party (whether pursuant to an operating agreement or other agreement or arrangement, including without limitation, non-consent rights and obligations imposed by statute or regulatory agency) with respect to any operation on any Subject Interest or elects to be an abandoning party with respect to a Subject Well located on any Subject Interest, the consequence of which election is that Grantor's interest in such Subject Interest or part thereof is temporarily (i.e., during a recoupment period) or permanently forfeited to the parties participating in such operations, or electing not to abandon such Subject Well, then the costs and proceeds attributable to such forfeited interest shall not, for the period of such forfeiture (which may be a continuous and permanent period), be debited or credited to the Net Profits Account and such forfeited interest shall not, for the period of such forfeiture, be subject to the Net Profits Interest. Notwithstanding anything to the contrary contained herein, Grantor shall not elect, as to any Subject Interest, to be a non-participating party with respect to any operation contemplated in this Section 4.3 in the event any Affiliate of Grantor will also be a participating party in such operation.

        4.4   Marketing/Hedges. As between Grantor and Grantee, Grantor shall have exclusive charge and control of the marketing of all Subject Minerals allocable to the Net Profits Interest. Grantor shall market the Subject Minerals allocable to the Net Profits Interest in the same manner that it markets its Subject Minerals and Grantor shall not be entitled to deduct from the calculation of the Net Profits any fee for marketing the Subject Minerals allocable to the Net Profits Interest. Grantor shall not enter into any Hedges (other than the Existing Hedges) with respect to the Subject Minerals from and after the Effective Time.

        4.5   Amendment of Leases. Grantor shall have the unrestricted right to renew, extend, modify, amend, or supplement the Leases with respect to any of the lands covered thereby in any particular without the consent of Grantee; provided, that the Net Profits Interest shall apply to all renewals, extensions, modifications, amendment, supplements and other similar arrangements (and/or interests therein) of the Leases, whether or not such renewals, extensions modifications, amendment, supplements or arrangements have heretofore been obtained, or are hereafter obtained, by Grantor and no renewal, extension, modification, amendment, or supplementation shall adversely affect any of Grantee's rights hereunder, including, without limitation, the amount, computation, or method of payment of the Net Profits Interest; provided further that any fees payable with respect to such renewal, extension, modification, amendment or supplementation may be debited to the Net Profits Account pursuant to Section 3.1(b). Grantor shall furnish Grantee with written notice of any renewal, extension, modification, amendment, or supplementation, which materially affects the Net Profits Interest within 30 days after Grantor has entered into the same, which notice shall specify the date thereof and the location and the acreage covered thereby.

        4.6   Abandonment. Grantor shall have the right without the joinder of Grantee to release, surrender and/or abandon its interest in the Subject Interests, or any part thereof, or interest therein even though the effect of such release, surrender or abandonment will be to release, surrender or abandon the Net Profits Interest the same as though Grantee had joined therein insofar as the Net Profits Interest covers the Subject Interests, or any part thereof or interest therein, so released, surrendered or abandoned by Grantor; provided, however, that Grantor shall not release, surrender or abandon any Subject Interest unless and until Grantor has determined (acting like a reasonably prudent operator in the Mid-Continent region with respect to its own properties, without regard to the existence of the Net Profits Interest) that such Subject Interest will no longer produce Subject Minerals in paying quantities; and provided further that Grantor will, at least thirty (30) days prior to the release, surrender or abandonment of any Subject Interest, or any part thereof or interest therein, notify Grantee in writing, giving a description of each Subject Interest, or part thereof or interest therein, proposed to be released, surrendered or abandoned, and the date upon which such release, surrender

15

or abandonment is projected to occur. Grantor shall have an unequivocal right to abandon the Subject Interests, or any part thereof if such abandonment is necessary for health, safety or environmental reasons, or the Subject Minerals that would have been produced from the abandoned Subject Interests would otherwise be produced from Subject Wells located on the remaining Subject Interests.

        4.7   Contracts with Affiliates. Grantor or its Affiliates may perform services and furnish supplies and/or equipment with respect to the Subject Interests that are required to operate the Subject Interests in accordance with the operations standard set forth in Section 4.1 hereof and debit the Net Profits Account for the costs of such services and/or furnishing of such supplies and/or equipment, provided that the terms of the provision of such services or furnishing of supplies and/or equipment shall not be less favorable than those terms available from non-Affiliates in the area engaged in the business of rendering comparable services or furnishing comparable equipment and supplies, taking into consideration all such terms, including the price, term, condition of supplies or equipment, availability of supplies and/or equipment, and all other terms, and provided further that nothing in this Section 4.7 shall operate to prevent or limit any charges debited to the Net Profits Accounts for costs or charges paid to any Related Party in accordance with Sections 5.5 and 5.6 of the LLC Agreement.

ARTICLE V
RELEASES AND TRANSFERS OF SUBJECT INTERESTS/SUBJECT WELLS

        5.1   Assignment by Grantor Subject to Net Profits Interest.

        (a)   Grantor may from time to time Transfer, mortgage, or pledge the Subject Interests, or any part thereof or undivided interest therein, subject to the Net Profits Interest and this Conveyance.

        (b)   Upon any Transfer of the Subject Interests, or any part thereof or undivided interest therein, by Grantor pursuant to this Section 5.1, Grantor may delegate to its transferee all obligations, requirements, and responsibilities of Grantor arising under this Conveyance with respect to the property Transferred, but, as between Grantor and Grantee, Grantor shall remain responsible therefor as if the Transfer had not taken place.

        (c)   Grantee is not entitled to receive any share of the sales proceeds received by Grantor in any transaction permitted by this Section 5.1.

        (d)   For purposes of computing Net Profits from and after the effective date of any Transfer pursuant to this Section 5.1, the Transfer shall be disregarded; provided however, that the debits and credits to the Net Profits Account during each Payment Period in respect of the Subject Interests Transferred shall reflect items received or incurred by the transferee, such items to be computed in accordance with the provisions of Article III hereof.

        5.2   Sale and Release of Properties.

        (a)   Grantor may from time to time Transfer the Subject Interests, or any part thereof or undivided interest therein, free of the Net Profits Interest and the Conveyance provided that:

(i)

no Subject Interest or portion thereof may be transferred pursuant to this Section 5.2 where the production of Subject Minerals from such Subject Interest or part thereof for the twelve (12) months immediately preceding the proposed sale date for such Subject Interest or part thereof exceeds one quarter of one percent (0.25%) of the total production of total Subject Minerals produced from all of the Subject Interests for the twelve (12) months immediately preceding the proposed sale date for such Subject Interest or part thereof;



(ii)

in connection with any such Transfer, Grantee shall receive as compensation for the release of its Net Profits Interest in the Subject Interest (or portion thereof) so Transferred the Fair Value of the portion of the Net Profits Interest so released; and

16

(iii)

the aggregate fair market value of all portions of the Net Profits Interest released pursuant to Section 5.2(a) during any consecutive twelve (12) month period shall not exceed $500,000.

        (b)   In connection with any Transfer pursuant to this Section 5.2, Grantor shall remit to Grantee an amount equal to the Fair Value of the portion of the Net Profits Interest being released. Grantor shall make such payment to Grantee on the Quarterly Record Date for the Payment Period in which Grantor receives the payment with respect to any such Transfer of the Subject Interest.

        (c)   In connection with any Transfer provided for in this Section 5.2, Grantee shall, on request, execute, acknowledge, and deliver to Grantor a recordable instrument (reasonably acceptable to Grantor) that releases the Net Profits Interest with respect to the Subject Interests being Transferred.

        (d)   From and after the actual date of any such Transfer by Grantor, Grantor and any assignee, purchaser, transferee or grantee of such Subject Interest shall be relieved of all obligations, requirements, and responsibilities arising under the Net Profits Interest or this Conveyance with respect to the Subject Interests Transferred, except for those that accrued prior to such date.

        5.3   Release of Other Properties.

        (a)   In the event that any Person notifies Grantor that, pursuant to a Prior Reversionary Interest, Grantor is required to convey any of the Subject Interests to such Person or cease production from any Subject Well, Grantor may provide such conveyance with respect to such Subject Interest or permanently cease production from any such Subject Well.

        (b)   In the event that Grantor receives compensation pursuant to any Prior Reversionary Interest Grantee shall not be entitled to any share of such compensation.

        (c)   In connection with any conveyance or permanent cessation of production provided for in Section 5.3(a) above, Grantee shall, on request, execute, acknowledge, and deliver to Grantor a recordable instrument (reasonably acceptable to Grantor) that releases the Net Profits Interest and this Conveyance with respect to any such Subject Well or Subject Interests.

        (d)   From and after the actual date of any conveyance or permanent cessation of production provided for in Section 5.3(a), Grantor and any assignee, purchaser, transferee or grantee of such Subject Interest shall be relieved of all obligations, requirements, and responsibilities arising under the Net Profits Interest or this Conveyance with respect to the Subject Interests Transferred, except for those that accrued prior to such date.

        5.4   Farmouts.

        (a)   Grantor may from time to time enter into Farmout Agreements with Third Persons with respect to a Subject Interest. In the event that Grantor enters into any Farmout Agreement with a Third Person, the Net Profits Interest and this Conveyance shall burden only Grantor's retained interest in the Subject Interest after giving effect to any interest in the Subject Interest that a counterparty to the Farmout Agreement may earn under such Farmout Agreement.

        (b)   In connection with Grantor entering into any Farmout Agreement, Grantee shall, upon request, execute, acknowledge, and deliver to Grantor a recordable instrument (reasonably acceptable to Grantor) that releases the Net Profits Interest and this Conveyance with respect to the Subject Interests being Transferred pursuant to such Farmout Agreement; provided, the Net Profits Interest shall continue to burden the Subject Interest retained by Grantor.

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ARTICLE VI
OWNERSHIP OF PROPERTY; LIABLITY OF GRANTEE;
NO RIGHT OF OPERATIONS BY GRANTEE

        6.1   Ownership of Certain Property. The Net Profits Interest does not include any right, title, or interest in and to any personal property, fixtures, or equipment and is exclusively an interest in and to the Minerals in and under and produced and saved from the Subject Interests, and Grantee shall look solely to the Subject Minerals and payments in respect thereof (as provided herein) for the satisfaction and realization of the Net Profits Interest.

        6.2   No Personal Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CONVEYANCE, GRANTEE SHALL NEVER PERSONALLY BE RESPONSIBLE FOR PAYMENT OF ANY PART OF THE COSTS, EXPENSES OR LIABILITIES INCURRED IN CONNECTION WITH THE EXPLORING, DEVELOPING, OPERATING AND MAINTAINING OF THE SUBJECT INTERESTS; PROVIDED, HOWEVER, ALL SUCH COSTS AND EXPENSES SHALL, TO THE EXTENT THE SAME RELATE TO ACTS, OMISSIONS, EVENTS, CONDITIONS OR CIRCUMSTANCES OCCURRING FROM AND AFTER THE EFFECTIVE DATE, NEVERTHELESS BE CHARGED AGAINST THE NET PROFITS ACCOUNT AS AND TO THE EXTENT HEREIN PERMITTED.

        6.3   No In-Kind Rights. Grantee shall have no right to take in kind any Subject Minerals allocable to the Net Profits Interest.

        6.4   No Operating Rights. IT IS THE EXPRESS INTENT OF GRANTOR AND GRANTEE THAT THE NET PROFITS INTEREST SHALL CONSTITUTE (AND THIS CONVEYANCE SHALL CONCLUSIVELY BE CONSTRUED FOR ALL PURPOSES AS CREATING) A SINGLE, SEPARATE NON-OPERATING MINERAL RIGHT WITH RESPECT TO THE SUBJECT INTERESTS FOR ALL PURPOSES AND A FULLY VESTED AND FULLY CONVEYED INTEREST IN PROPERTY (REAL OR PERSONAL, AS APPLICABLE). WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, GRANTOR AND GRANTEE ACKNOWLEDGE THAT GRANTEE HAS NO RIGHT OR POWER TO PARTICIPATE IN THE SELECTION OF A DRILLING CONTRACTOR, TO PROPOSE THE DRILLING OF A WELL, TO DETERMINE THE TIMING OR SEQUENCE OF DRILLING OPERATIONS, TO COMMENCE OR SHUT DOWN PRODUCTION, TO TAKE OVER OPERATIONS, OR TO SHARE IN ANY OPERATING DECISION WHATSOEVER. GRANTOR AND GRANTEE HEREBY EXPRESSLY NEGATE ANY INTENT TO CREATE (AND THIS CONVEYANCE SHALL NEVER BE CONSTRUED AS CREATING) A MINING OR OTHER PARTNERSHIP OR JOINT VENTURE OR OTHER RELATIONSHIP SUBJECTING GRANTOR AND GRANTEE TO JOINT LIABILITY.

ARTICLE VII
WARRANTY AND NEGATIVE COVENANT

        7.1   Warranty. Grantor agrees to warrant and forever defend, all and singular, the Net Profits Interest unto Grantee, its successors and assigns, against all persons whomsoever claiming or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise, subject to the Permitted Encumbrances. Subject to the Net Profits Interest and the Permitted Encumbrances, Grantor further warrants to Grantee that with respect to claims made by, through or under Grantor, immediately following the transfer made pursuant to his Conveyance, Grantor is (i) entitled to receive not less than the percentage set forth in Exhibit A hereto as the "Net Revenue Interest" of all Minerals produced, saved and marketed from the Lease described on Exhibit A to which such Net Revenue Interest corresponds without reduction of such interest throughout the duration of the life of such Lease, except as specifically set forth in Exhibit A, and (ii) obligated to bear the percentage of the

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costs and expenses relating to the maintenance, development and operation of such Lease not greater than the "Working Interest" shown in Exhibit A with respect to such Lease, without increase throughout the duration of the life of such Lease, except as specifically set forth in Exhibit A. Grantor also hereby transfers to Grantee by way of substitution and subrogation (to the fullest extent that same may be transferred), all rights or actions over and against all predecessor (other than Affiliates of Grantor) covenantors or warrantors of title.

        7.2   Senior Obligation. Grantor agrees that it shall cause each agreement, indenture, bond, deed of trust, filing, application or other instrument that creates or purports to create a lien, mortgage, security interest or other charge secured by the Subject Interests, Subject Minerals or the proceeds from the sale of the Subject Minerals or the Existing Hedges that is entered into on or after the date hereof to include an express agreement and acknowledgement by the parties thereto that the Net Profits Interest is senior in right of payment and collection to any and all obligations created thereby; provided, however, that this Section 7.2 shall not apply to (a) any agreement, indenture, bond, deed of trust, filing, application or other instrument that creates a lien, mortgage, security interest or other charge secured by (i) not more than Grantor's residual interest in the Subject Interests, Subject Minerals or the proceeds from the sale of the Subject Minerals (in each case after the burden of the Net Profits Interest is satisfied) or (ii) not more than Grantor's residual interest in the Existing Hedges (after the satisfaction of Grantor's obligations under that the Assignment of Hedge Proceeds), and (b) the lien and security interest created by the Assignment of Hedge Proceeds as in effect on the date hereof.

ARTICLE VIII
MISCELLANIOUS

        8.1   Notices. All notices and other communications required or permitted under this Conveyance shall be in writing and, unless otherwise specifically provided, shall be delivered personally, by electronic transmission, by registered or certified mail, postage prepaid, or by delivery service for which a receipt is obtained (except for quarterly statements provided for under Section 3.5 above which may be sent by regular mail), at the respective addresses of Grantor and Grantee shown below, and shall be deemed delivered on the date of receipt. Either party may specify his proper address or any other post office address within the continental limits of the United States by giving notice to the other party, in the manner provided in this Section, at least fifteen (15) days prior to the effective date of such change of address. For purposes of notice, the addresses of Grantor and Grantee shall be as follows:

If to Grantor:	MV Partners, LLC c/o Murfin Drilling Company, Inc. 250 N. Water, Suite 300 Wichita, Kansas 67202
Attention:	David L. Murfin
If to Grantee:	The Bank of New York Trust Company, N.A. Global Corporate Trust 221 West Sixth Street, 1st Floor Austin, Texas 78701
Attention:	Mike J. Ulrich

        8.2   Payments. Grantor shall transfer or cause to be transferred all monies to which Grantee is entitled hereunder by Federal funds wire transfer not later than the date when due, to Grantee at the bank account specified by Grantee in writing to Grantor.

        8.3   Amendments. This Conveyance may not be amended, altered, or modified except pursuant to a written instrument executed by Grantor and Grantee.

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        8.4   Further Assurances. Grantor and Grantee shall from time to time do and perform such further acts and execute and deliver such further instruments, conveyances, and documents as may be required or reasonably requested by the other party to establish, maintain, or protect the respective rights and remedies of Grantor and Grantee and to carry out and effectuate the intentions and purposes of this Conveyance, provided in each case the same does not conflict with any provision of this Conveyance.

        8.5   Waivers. The failure of Grantor or Grantee to insist upon strict performance of any provision hereof shall not constitute a waiver of or estoppel against asserting the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.

        8.6   No Partition. Grantor and Grantee acknowledge that Grantee has no right or interest that would permit Grantee to partition any portion of the Subject Interests, and Grantee hereby waives any such right.

        8.7   Governing Law. THIS CONVEYANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS UNLESS THE REAL PROPERTY LAWS OF THE STATE IN WHICH THE SUBJECT INTERESTS ARE LOCATED ARE MANDATORILY APPLICABLE, AND THEN ONLY TO THE EXTENT OF SUCH MANDATORY APPLICATION.

        8.8   Rule Against Perpetuities. It is not the intent of Grantor or Grantee that any provision herein violate any applicable law regarding the rule against perpetuities, the suspension of the absolute power of alienation, or other rules regarding the vesting or duration of estates, and this Conveyance shall be construed as not violating any such applicable law to the extent the same can be so construed consistent with the intent of the parties. In the event, however, that any provision hereof is determined to violate any such applicable law, then such provision shall nevertheless be effective for the maximum period (but not longer than the maximum period) permitted by any such applicable law that will result in no violation. To the extent such maximum period is permitted to be determined by reference to "lives in being", Grantor and Grantee agree that "lives in being" shall refer to the lifetime of the last to die of the now living lineal descendants of the late Joseph P. Kennedy (father of the late President of the United States of America).

        8.9   Tax Matters.

        (a)   Nothing herein contained shall be construed to constitute a partnership or to cause either party hereto (under state law or for tax purposes) to be treated as being the agent of, or in partnership with, the other party. In addition, the parties hereto intend that the Net Profits Interest conveyed hereby to Grantee shall at all times be treated as an incorporeal (i.e., a non-possessory) interest in real property or land under the laws of the state in which the Subject Interests are located, a production payment under Section 636 of the Code, and therefore, for tax purposes, debt, payable out of net profits (rather than as a working or any other interest).

        (b)   Grantor and Grantee agree, and by acquisition of an interest in Grantee each holder of an interest in Grantee shall be deemed to have agreed, for United States federal income tax purposes, (1) to treat the Net Profits Interest as indebtedness that is subject to Treasury Regulations Section 1.1275-4 (the "Contingent Debt Regulations") and, for purposes of the Contingent Debt Regulations, to treat payments received with respect to the Net Profits Interest as contingent payments, and (2) to accrue interest with respect to the Net Profits Interest according to the "noncontingent bond method" set forth in Treasury Regulations Section 1.1275-4(b), using the comparable yield of [    ]% per annum compounded semi-annually.

        (c)   Grantor and Grantee acknowledge and agree, and by acquisition of an interest in Grantee each holder of an interest in Grantee shall be deemed to have agreed, that (i) the comparable yield and the schedule of projected payments are not determined for any purpose other than for the

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determination of interest accruals and adjustments thereof in respect of the Net Profits Interest for United States federal income tax purposes and (ii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the amounts payable on the Net Profits Interest.

        (d)   Grantor may cause to be withheld from any payment hereunder any tax withholding required by law or regulations, including, in the case of any withholding obligation arising from income that does not give rise to any cash or property from which any applicable withholding tax could be satisfied, by way of set off against any subsequent payment of cash or property hereunder.

        8.10 Counterparts.

        (a)   Multiple counterparts of the Conveyance have been recorded in the counties of the States of Kansas and Colorado where the Subject Interests are located. The counterparts are identical except that, to facilitate recordation, the counterpart recorded in each county may contain property descriptions relating only to the Subject Interests located in that county. A counterpart of the Conveyance containing all property descriptions of Subject Interests will be filed for record in                        County, Kansas.

        (b)   If any Subject Interests are located in more than one county, the description of such Subject Interests may be included in any one or more counterparts prepared for recordation in separate counties, but the inclusion of the same property description in more than one counterpart of this Conveyance shall not be construed as having effected any cumulative, multiple, or overlapping interest in the Subject Interests in question.

        8.11 Binding Effect. All the covenants and agreements of Grantor herein contained shall be deemed to be covenants running with Grantor's interest in the Subject Interests and the lands affected thereby. All of the provisions hereof shall inure to the benefit of Grantee and its successors and assigns and shall be binding upon Grantor and its successors and assigns and all other owners of the Subject Interests or any part thereof or any interest therein.

        EXECUTED effective for all purposes as of the Effective Time.

GRANTOR:

MV PARTNERS, LLC

By:

Name:

Title:

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	GRANTEE:
	MV OIL TRUST
	By its Trustee, The Bank of New York Trust Company, N.A.
	By:
	Name:
	Title:
STATE OF	§
	§
COUNTY OF	§

        BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly qualified, commissioned, sworn and acting in and for the county and state aforesaid, and being authorized in such county and state to take acknowledgments, hereby certify that, on this            day of                        , 2006, there personally appeared before me                        ,                         of MV Partners, LLC, a Kansas limited liability company, known to me to be such officer, such limited liability company being a party to the foregoing instrument and duly acknowledged the execution of same.

        IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of            ,                         County,            , on the day and year first above written.

	Notary Public in and for the State of              Printed Name of Notary:              Commission Expires:
STATE OF	§
	§
COUNTY OF	§

        BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly qualified, commissioned, sworn and acting in and for the county and state aforesaid, and being authorized in such county and state to take acknowledgments, hereby certify that, on this            day of                        , 2006, there personally appeared before me                        ,                         of The Bank of New York Trust Company, N.A., as trustee of MV Oil Trust, known to me to be such officer of such trustee being a party to the foregoing instrument and duly acknowledged the execution of same.

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        IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of            ,                         County,            , on the day and year first above written.

Notary Public in and for
the State of             
Printed Name of Notary:             
Commission Expires:             

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EXHIBIT A

SUBJECT INTERESTS

A-1

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CONVEYANCE OF NET PROFITS INTEREST
ARTICLE I GRANT OF NET PROFITS INTEREST
ARTICLE II DEFINITIONS
ARTICLE III ESTABLISHMENT OF NET PROFITS ACCOUNT
ARTICLE IV OPERATION OF THE SUBJECT INTERESTS
ARTICLE V RELEASES AND TRANSFERS OF SUBJECT INTERESTS/SUBJECT WELLS
ARTICLE VI OWNERSHIP OF PROPERTY; LIABLITY OF GRANTEE; NO RIGHT OF OPERATIONS BY GRANTEE
ARTICLE VII WARRANTY AND NEGATIVE COVENANT
ARTICLE VIII MISCELLANIOUS
EXHIBIT A SUBJECT INTERESTS

EX-10.5

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Exhibit 10.5

Administrative Services Agreement

        This ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is dated as of                  , 2006 by and between MV Partners, LLC, a limited liability company formed under the laws of the State of Kansas (the "Company"), and The Bank of New York Trust Company, N.A., in its capacity as trustee of MV Oil Trust (the "Trustee"), a statutory trust formed under the laws of the State of Delaware (the "Trust").

WHEREAS, pursuant to a Conveyance of Net Profits Interest of even date herewith (the "Conveyance"), the Company has conveyed to the Trust a net profits interest in certain oil and gas properties located in the States of Kansas and Colorado (the "Net Profits Interest");

WHEREAS, in connection with the conveyance of the Net Profits Interest, the Company has agreed to provide certain administrative services for the Trust in exchange for an administrative services fee as described herein.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intended to be legally bound hereby, it is agreed as follows:

ARTICLE I
DEFINITIONS

Section 1.01    Definitions.    As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below:

        "Administrative Services Fee" has the meaning set forth in Section 3.01.

        "Affiliate" means with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common control with, the specified person. As used in this definition, the term "control" (and the correlative terms "controlling," "controlled by," and "under common control") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

        "Agreement" has the meaning set forth in the introductory paragraph.

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Wichita, Kansas are authorized or obligated by law or executive order to close.

        "Company" has the meaning set forth in the introductory paragraph.

        "Conveyance" has the meaning set forth in the recitals.

        "External Expenses" means the actual out-of-pocket fees, costs and expenses incurred by the Company in connection with the provision of the Services.

        "Force Majeure" shall mean any cause beyond the reasonable control of the Company, including the following causes: acts of God, strikes, lockouts, acts of the public enemy, wars or warlike action (whether actual or impending), arrests and other restraints of government (civil or military), blockades, embargoes, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, sabotage, tornadoes, named tropical storms and hurricanes, and floods, civil disturbances, terrorism, mechanical breakdown of machinery or equipment, explosions, confiscation or seizure by any government or other public authority, any order of any court of competent jurisdiction, regulatory agency or governmental body having jurisdiction.

        "Net Profits Interest" has the meaning set forth in the recitals.

        "person" shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental agency, subdivision, or instrumentality, or other entity or association.

        "Services" has the meaning set forth in Section 2.01.

        "Termination Date" has the meaning assigned to such term in the Conveyance.

        "Trust" has the meaning set forth in the introductory paragraph.

        "Trust Agreement" means that certain Amended and Restated Trust Agreement of even date herewith among the Company, the Trustee and Wilmington Trust Company, as the same may be amended from time to time.

        "Trustee" has the meaning set forth in the introductory paragraph.

Section 1.02    Construction.    Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms "include," "includes," "including" or words of like import shall be deemed to be followed by the words "without limitation;" and (d) the terms "hereof," "herein" or "hereunder" refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II
SERVICES

Section 2.01    Services.    Subject to the terms of this Agreement and in exchange for the payment described in Section 3.01, the Company hereby agrees to provide the Trust with such accounting, bookkeeping and informational services as are necessary to comply with Article III of the Conveyance and such other administrative services of similar character and scope to the foregoing that the Trustee may reasonably request the Company to provide during the term of this Agreement (the "Services").

Section 2.02    Performance of Services by Others.    The parties hereby agree that in discharging the Company's obligations under this Agreement, the Company may, in its sole discretion, engage any other person, including its Affiliates, to perform the Services (or any part of the Services) on its behalf and that the performance of the Services (or any part of the Services) by any such person shall be treated as if the Company performed such Services itself. Notwithstanding the foregoing, nothing contained herein shall relieve the Company of its obligations hereunder.

Section 2.03    Intellectual Property.    Any (i) inventions, whether patentable or not, developed or invented, or (ii) copyrightable material (and the intangible rights of copyright therein) developed, in each case by the Company, its Affiliates or its or their employees in connection with the performance of the Services shall be the property of the Company; provided, however, that the Trust shall be granted an irrevocable, royalty-free, non-exclusive and non-transferable right and license to use such inventions or material; and provided further, however, that the Trust shall only be granted such a right and license to the extent such grant does not conflict with, or result in a breach, default, or violation of a right or license to use such inventions or material granted to the Company by any person other than an Affiliate of the Company. Notwithstanding the foregoing, the Company will use all commercially reasonable efforts to grant such right and license to the Trust.

Section 2.04    Independent Status.    It is expressly acknowledged by the parties hereto that each party is an "independent contractor" and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, or a joint venture or partnership relationship, or to allow

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any party to exercise control or direction over the other party. Except as required in connection with the performance of the Services, neither the Company nor any agent, employee, servant, contractor or subcontractor of the Company or any of its Affiliates shall have the authority to bind the Trust to any contract or arrangement. Neither the Trust nor the Trustee shall be liable for the salary, wages or benefits, including workers' compensation insurance and unemployment insurance, of any employee, agent, servant, contractor or subcontractor of the Company or its Affiliates by virtue of this Agreement.

Section 2.05    Warranties; Limitation of Liability.    The Company will use commercially reasonable efforts to provide the Services in a good and workmanlike manner in accordance with the sound and prudent practices of providers of similar services. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, THE COMPANY MAKES NO (AND HEREBY DISCLAIMS AND NEGATES ANY AND ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE TO ANY OF THE PERSONS RECEIVING ANY SERVICES OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF SUCH SERVICE, REGARDLESS OF WHETHER THE PERSON PROVIDING SUCH SERVICE, ITS AFFILIATES OR OTHERS MAY BE WHOLLY, CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT, EXCEPT TO THE EXTENT SUCH EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARE PAID BY THE PARTY INCURRING SUCH DAMAGES TO A PERSON THAT IS NOT A PARTY TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 2.05 WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Section 2.06    Disputes.    Should there be a dispute over the nature or quality of the Services or the calculation or allocation of the Administrative Services Fee, the Company and the Trustee, on behalf of the Trust, shall first attempt to resolve such dispute, acting diligently and in good faith, using the past practices of the Company and the Trustee as guidelines for such resolution. If the Company and the Trustee are unable to resolve any such dispute within thirty days, or such additional time as may be reasonable under the circumstances, the dispute shall be resolved by arbitration in accordance with the provisions of Article XI of the Trust Agreement. The provisions of this Section 2.06 will survive termination of this Agreement.

ARTICLE III
ADMINISTRATIVE SERVICES FEE

Section 3.01    Administrative Services Fee.    The Trust shall pay to the Company in immediately available funds, on or before the 25^th day following each calendar quarter, an administrative services fee of $15,000 (the "Administrative Services Fee"). Effective January 1 of each calendar year, the amount of the Administrative Services Fee payable in each of the calendar quarters in that calendar year shall increase by 4.0% of the amount of the Administrative Services Fee that was payable during each of the calendar quarters of the previous calendar year. In the event that this Agreement is terminated during a calendar quarter pursuant to Section 5.01, the amount of the Administrative Services Fee for such calendar quarter shall be based upon the pro rata portion of the Administrative Services Fee that shall have accrued during such quarter up to and including the date of termination of this Agreement. In addition to the Administrative Services Fee, the Trust shall reimburse the Company on or before the 25^th day following each calendar quarter for all reasonable and necessary External Expenses associated with the provision of Services in the preceding quarter as set forth in a reasonably detailed invoice provided by the Company to the Trust on or before the 15^th day following each calendar quarter.

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Section 3.02    Set-Off.    In the event that the Company owes the Trust a sum certain in an uncontested amount under any other agreement, then any such amounts may, in the sole discretion of the Company, be aggregated and the Trust and the Company shall discharge their obligations by netting those amounts against any amounts owed by the Trust to the Company under this Agreement.

ARTICLE IV
FORCE MAJEURE

Section 4.01    Force Majeure.    The Company's obligation under this Agreement shall be excused when and to the extent its performance of that obligation is prevented due to Force Majeure. The Company shall promptly notify the Trustee that it is prevented from performing its obligations by reason of Force Majeure and shall exercise due diligence to end its inability to perform as promptly as practicable. Notwithstanding the foregoing, the Company shall not be required to settle any strike, lockout or other labor dispute in which it or any of its Affiliates may be involved.

ARTICLE V
MISCELLANEOUS

Section 5.01    Term and Termination.    This Agreement shall become effective on the date of this Agreement and shall continue until the Termination Date unless earlier terminated by mutual agreement of the parties to this Agreement. Upon termination of this Agreement in accordance with this Section 5.01, all rights and obligations under this Agreement shall cease except for (i) obligations that expressly survive termination of this Agreement, (ii) liabilities and obligations that have accrued prior to such termination, including the obligation to pay any amounts that have become due and payable prior to such termination, and (iii) the obligation to pay any portion of the Administrative Services Fee that has accrued prior to such termination, even if such portion has not become due and payable at the time of termination.

Section 5.02    Notice.    All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by facsimile, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by facsimile, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

(a)

if to the Trust or the Trustee, to:

MV Oil Trust
c/o The Bank of New York Trust Company, N.A.
Global Corporate Trust
221 West Sixth Street, 1st Floor
Austin, Texas 78701
Attention: Mike J. Ulrich
Fax: (512) 479-2553

with a copy to:

Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
Attention: David C. Buck
Fax: (713) 238-7126

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(b)

if to the Company, to:

MV Partners, LLC
250 N. Water, Suite 300
Wichita, Kansas 67202
Attention: David L. Murfin
Fax: (316) 267-6004

with a copy to:

Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
Attention: Thomas P. Mason
Fax: (713) 615-5320

or to such other address as such person may have furnished to the other persons identified in this Section 5.02 in writing in accordance herewith.

Section 5.03    Entire Agreement; Supersedure.    This Agreement constitutes the entire agreement of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether written or oral, relating to the matters contained herein.

Section 5.04    Effect of Waiver or Consent.    Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any party in the performance by that party of its obligations under this Agreement is not a consent or waiver to or of any other breach or default in the performance by that party of the same or any other obligations of that party under this Agreement.

Section 5.05    Amendment or Modification.    This Agreement may be amended or modified from time to time only by a written instrument executed by each of the parties to this Agreement.

Section 5.06    Assignment.    Except as provided in Section 2.02, no party to this Agreement shall have the right to assign its rights or obligations under this Agreement without the consent of the other party to this Agreement.

Section 5.07    Counterparts.    This Agreement may be executed in any number of counterparts with the same effect as if all parties to this Agreement had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 5.08    Severability.    If any provision of this Agreement or the application thereof to any party to this Agreement or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other party to this Agreement or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 5.09    Further Assurances.    In connection with this Agreement and all transactions contemplated by this Agreement, each party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 5.10    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS.

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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

MV PARTNERS, LLC
By:	MV Energy, LLC, its Manager
By:	Murfin, Inc., Member
By:
Name:	David L. Murfin
Title:	Chairman and Chief Executive Officer
THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee of MV Oil Trust
By:
Name:	Mike J. Ulrich
Title:	Vice President

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ARTICLE III ADMINISTRATIVE SERVICES FEE

EX-10.6

Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

MV PARTNERS, LLC

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

AS TRUSTEE OF MV OIL TRUST

DATED AS OF            , 2006

REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of                        , 2006 by and between MV Partners, LLC, a limited liability company formed under the laws of the State of Kansas (the "Company"), and The Bank of New York Trust Company, N.A., in its capacity as trustee of MV Oil Trust (the "Trustee"), a statutory trust formed under the laws of the State of Delaware (the "Trust"). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the "Trustee" mean the Trustee as trustee of the Trust and not in its individual capacity.

RECITALS:

WHEREAS, the Trustee and the Company have entered into a Conveyance of Net Profits Interest dated of even date herewith (the "Conveyance Agreement");

WHEREAS, in connection with the execution and delivery of the Conveyance Agreement, the Trust has issued to the Company 11,500,000 units of beneficial interest of the Trust ("Trust Units");

WHEREAS, in connection with the Initial Public Offering, the Company is selling 7,500,000 Trust Units and Affiliates of the Company may sell up to 1,125,000 Trust Units if the underwriters of the Initial Public Offering exercise their over-allotment option; and

WHEREAS, the Trustee has agreed to file a registration statement or registration statements relating to the sale by the Company and its Transferees (as defined below) of certain of the Trust Units.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, it is agreed as follows:

        SECTION 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

        "Affiliate" means with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common control with, the specified person. As used in this definition, the term "control" (and the correlative terms "controlling," "controlled by," and "under common control") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

        "Agreement" has the meaning set forth in the preamble hereof.

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

        "Company" has the meaning set forth in the preamble hereof.

"Conveyance Agreement" has the meaning set forth in the recitals hereof.

        "Deferral Notice" has the meaning set forth in Section 3(j) hereof.

        "Deferral Period" has the meaning set forth in Section 3(j) hereof.

        "Demand Notice" has the meaning set forth in Section 2(a) hereof.

        "Demand Registration" has the meaning set forth in Section 2(a) hereof.

        "Effective Period" means the period commencing on the 180^th day after the date hereof and ending on the date that all Registrable Securities have ceased to be Registrable Securities.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

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        "Expenses" has the meaning set forth in Section 6(a) hereof.

        "Holder" shall mean the Company, its Affiliates that from time to time hold Registrable Securities and any Transferee of the Company to whom Registrable Securities are permitted to be transferred in accordance with the terms of this Agreement, and, in each case, who continues to be entitled to the rights of a Holder hereunder.

        "Indemnified Party" has the meaning set forth in Section 6(d) hereof.

        "Indemnifying Party" has the meaning set forth in Section 6(d) hereof.

        "Initial Public Offering" means the initial public offering of Trust Units registered with the SEC by a registration statement on Form S-1 (Registration No. 333-136609).

        "Material Event" has the meaning set forth in Section 3(j) hereof.

        "person" shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental agency, subdivision, or instrumentality, or other entity or association.

        "Piggyback Registration" has the meaning set forth in Section 2(b) hereof.

        "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any amendment, prospectus supplement or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act), including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

        "Registrable Securities" means the Trust Units (not to exceed 4,000,000 Trust Units, subject to adjustment as provided herein) held by the Company and its Affiliates following the sale of all Trust Units sold by the Company and any of its Affiliates in connection with the Initial Public Offering and any securities into or for which such Trust Units have been converted or exchanged, and any security issued with respect thereto upon any dividend, split or similar event until, in the case of any such security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Registration Statement covering it, (ii) its sale to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act if the transferee thereof does not receive "restricted securities" as defined in Rule 144, (iii) its sale in a private transaction in which the transferor's rights under this Agreement are not assigned to the transferee of the Securities and (iv) it becomes eligible for resale pursuant to Rule 144(k) (or any similar rule then in effect under the Securities Act).

        "Registration Statement" means any registration statement of the Trust, including any Shelf Registration Statement, that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement.

        "Required Information" has the meaning set forth in Section 4(a) hereof.

        "Rule 144" means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

        "Rule 144A" means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

        "SEC" means the Securities and Exchange Commission.

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        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

        "Shelf Registration Statement" means a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act registering the resale of Registrable Securities from time to time by Holders thereof.

        "Special Counsel" means Vinson & Elkins L.L.P. or such other successor counsel as shall be specified in writing by the Holders of a majority of all Registrable Securities.

        "Transferee" has the meaning set forth in Section 9(d) hereof.

        "Trust" has the meaning set forth in the preamble hereof.

        "Trust Units" has the meaning set forth in the recitals hereof.

        "Trustee" has the meaning set forth in the preamble hereof.

        SECTION 2. Demand Registration Rights.

        (a)   During the Effective Period, the Holders representing a majority of the then outstanding Registrable Securities may request, by written notice to the Trustee (the "Demand Notice"), that the Trust effect the registration under the Securities Act of the number of Registrable Securities requested to be so registered pursuant to the terms and conditions set forth in this Agreement (each a "Demand Registration"). Following receipt of a Demand Notice for a Demand Registration, the Trustee shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. All Demand Notices made pursuant to this Section 2 will specify the number of Registrable Securities to be registered, whether or not such Registration Statement should be a Shelf Registration Statement and the intended methods of disposition thereof.

        The Holders shall be entitled to a maximum of three (3) Demand Registrations, which shall include (i) any Demand Registrations for registration pursuant to a Shelf Registration Statement and (ii) any Demand Registrations that are transferred to a Transferee in accordance with Section 9(d) hereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(d).

        (b)   In the event that any Demand Registration is transferred to a Transferee in accordance with Section 9(d) hereof, and such Transferee sends a Demand Notice to the Trustee, such Trustee will give notice to the other Holders of such Demand Registration. Such notice shall describe such securities and specify the form, manner and other relevant aspects of such proposed registration. Each Holder may, by written response delivered to the Trustee within twenty (20) days after the receipt by such Holder of any such notice, request that all or a specified part of the Registrable Securities held by such Holder be included in such Demand Registration (a "Piggyback Registration"). Such response shall also specify the intended method of disposition of such Registrable Securities. The Trustee thereupon will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Trustee has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered. No registration of Registrable Securities of the Holders effected by Piggyback Registration under this Section 2(b) shall relieve the Trustee of any of its obligations to effect registrations of Registrable Securities of the Holders pursuant to, or reduce the total number of Demand Registrations to which the Holders continue to remain entitled under, Section 2(a) hereof.

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        (c)   If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of Registrable Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows:

        (i)    first, the securities for which inclusion in such Demand Registration for which the Demand Notice was submitted; and

        (ii)   second, the securities for which inclusion in any Piggyback Registration for which a notice was submitted in accordance with this Agreement pro rata among the Registrable Securities requested to be included in such Piggyback Registration.

        (d)   The Trustee shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least ninety (90) days (or three years if a Shelf Registration Statement is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold or all Registrable Securities have ceased to be Registrable Securities; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of the Trust pursuant to this Agreement, except that with respect to a Shelf Registration Statement on Form S-3 that becomes effective automatically pursuant to Rule 462(e) under the Securities Act, such period may not be extended beyond three years after the effective date thereof or such shorter or longer period as may be subsequently permitted by the SEC.

        (e)   Notwithstanding the foregoing, if the Trustee shall furnish to the Holders requesting a registration pursuant to this Section 2 within 30 days of receiving such request a certificate signed by the Trustee stating that in the good faith judgment of the Trustee it would be detrimental to the Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the filing of such Registration Statement, the Trustee shall have the right to defer such filing for up to 2 periods of not more than 30 days each after receipt of each request of the Holders; provided, however, that the Trustee may not use this right more than once (for a total of up to 60 days) in any 12-month period.

        SECTION 3. Registration Procedures. In connection with the registration obligations of the Trust under Section 2 hereof, during the Effective Period, the Trustee shall:

        (a)   Prepare and file with the SEC a Registration Statement or Registration Statements, including if so requested by the Holders a Shelf Registration Statement, on any appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided that before filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC (but excluding reports filed with the SEC under the Exchange Act), furnish to the Holders, the Special Counsel and the managing underwriter or underwriters, if any, copies of all such documents proposed to be filed at least three (3) Business Days prior to the filing of such Registration Statement or amendment thereto or Prospectus or supplement thereto.

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        (b)   Subject to Section 3(j), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein with respect to the disposition of all securities covered by such Registration Statement; cause the related Prospectus to be supplemented by any required prospectus supplement or free writing prospectus, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to the Trust with respect to the disposition of all securities covered by such Registration Statement during the period provided herein with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented.

        (c)   Subject to Section 3(j), from and after the date a Registration Statement is declared effective, the Trustee shall, as promptly as practicable after the date the Required Information is delivered pursuant to Section 4 hereof and in accordance with this Section 3(c):

        (i)    if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Required Information is named as a selling securityholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Trustee shall file a post-effective amendment to the Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; and

        (ii)   provide such Holder copies of any documents filed pursuant to Section 3(c)(i);

provided, that, if the Required Information is delivered during a Deferral Period, the Trustee shall so inform the Holder delivering such Required Information. The Trustee shall notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3(c)(i). Notwithstanding anything contained herein to the contrary, the Trustee shall be under no obligation to name any Holder that has failed to deliver the Required Information in the manner set forth in Section 4 hereof as a selling securityholder in any Registration Statement or related Prospectus.

        (d)   As promptly as practicable give notice to the Holders, the Special Counsel and the managing underwriter or underwriters, if any, (i) when any Prospectus, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment thereto, when the same has been declared effective, (ii) of any request, following the effectiveness of any Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Trustee of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of, but not the nature of or details concerning, a Material Event and (vi) of the determination by the Trustee that a post-effective amendment to a Registration Statement will be filed with the SEC, which notice may, at the discretion of the Trustee (or as required pursuant to Section 3(j)), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(j) shall apply.

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        (e)   Use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case as promptly as practicable, and provide prompt notice to each Holder of the withdrawal of any such order.

        (f)    If requested by the managing underwriters, if any, or the Holders of the Registrable Securities being sold in connection with an underwritten offering, promptly include in a prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and such Holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Trustee has received such request; provided, however, that the Trustee shall not be required to take any actions under this Section 3(f) that are not, in the opinion of counsel for the Trustee, in compliance with applicable law.

        (g)   As promptly as practicable furnish to each Holder, the Special Counsel and each managing underwriter, if any, upon request, at least one (1) conformed copy of the Registration Statement and any amendment thereto, including exhibits and, if requested, all documents incorporated or deemed to be incorporated therein by reference.

        (h)   Deliver to each Holder, the Special Counsel and each managing underwriter, if any, in connection with any sale of Registrable Securities pursuant to a Registration Statement as many copies of the Prospectus relating to such Registrable Securities (including each preliminary Prospectus) and any amendment or supplement thereto as such persons may reasonably request; and the Trustee hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked and subject to Section 3(j)(ii) hereof) to the use of such Prospectus or each amendment or supplement thereto by each Holder and the underwriters, if any, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein.

        (i)    Prior to any public offering of the Registrable Securities pursuant to a Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Holders, the Special Counsel and the underwriters, if any, in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder or underwriter reasonably requests in writing (which request may be included with the Required Information); prior to any public offering of the Registrable Securities pursuant to the Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period provided herein with respect to the disposition of all securities covered by such Registration Statement in connection with such Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided that neither the Trust nor the Trustee will be required to (i) qualify as a foreign entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

        (j)    Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of any Registration Statement or the initiation of proceedings with respect to any Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which (x) any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the

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statements therein not misleading, or (y) any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (a "Material Event"), or (C) the occurrence or existence of any pending corporate development of the Trust that, in the reasonable discretion of the Trustee, makes it appropriate to suspend the availability of any Registration Statement and the related Prospectus, the Trustee shall:

        (i)    in the case of clause (B) above, subject to clause (ii) below, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to clause (ii) below, use commercially reasonable efforts to cause it to be declared effective as promptly as practicable; and

        (ii)   give notice to the Holders and the Special Counsel, if any, that the availability of any Registration Statement is suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice, each Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Trustee that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus, in which case such Holder will use the Prospectus as so supplemented or amended in connection with any offering and sale of Registrable Securities covered thereby.

The Trustee shall use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Trustee, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Trust or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Trustee, such suspension is no longer appropriate. The Trustee shall be entitled to exercise its right under this Section 3(j) to suspend the availability of any Registration Statement or any Prospectus (the "Deferral Period") for use by any Holder.

        (k)   If reasonably requested by a Holder or any underwriter participating in any disposition of Registrable Securities, if any, in writing in connection with a disposition by such Holder of Registrable Securities pursuant to a Registration Statement, make reasonably available for inspection during normal business hours by a representative for such Holder(s) of such Registrable Securities, any broker-dealers, underwriters, attorneys and accountants retained by such Holder(s), and any attorneys or other agents retained by a broker-dealer or underwriter engaged by such Holder(s), all relevant financial and other records and pertinent corporate documents and properties of the Trust, and cause the appropriate officers, directors and employees of the Trustee to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Holder(s), or any such broker-dealers, underwriters, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided that (i) the Trustee shall not be obligated to make available for inspection any information that, based on the reasonable advice of counsel to the Trustee, could subject the Trustee to the loss of

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privilege with respect thereto and (ii) such persons shall first agree in writing with the Trustee that any information that is reasonably designated by the Trustee as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (a) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (b) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any Prospectus referred to in this Agreement) or (c) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person; and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Holders and the other parties entitled thereto by Special Counsel, if any, or another representative selected by the Holders of a majority of Registrable Securities being registered pursuant to such Registration Statement. Any person legally compelled or required by administrative or court order or by a regulatory authority to disclose any such confidential information made available for inspection shall provide the Trustee with prompt prior written notice of such requirement so that the Trustee may seek a protective order or other appropriate remedy.

        (l)    Use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to the Trust's securityholders earnings statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter of the Trust commencing after the effective date of a Registration Statement, which statements shall be made available no later than the next succeeding Business Day after such statements are required to be filed with the SEC.

        (m)  Cooperate with each Holder and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a Registration Statement, which certificates shall not bear any restrictive legends stating that the Registrable Securities evidenced by the certificates are "restricted securities" (as defined by Rule 144), and cause such Registrable Securities to be registered in such names as such Holder or the managing underwriters, if any, may request in writing at least two (2) Business Days prior to any sale of such Registrable Securities.

        (n)   Provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement.

        (o)   Cooperate with and assist each Holder, the Special Counsel and any underwriters participating in any disposition of Registrable Securities in any filings required to be made with the National Association of Securities Dealers, Inc. in connection with the filing or effectiveness of any Registration Statement, any post-effective amendment thereto or any offer or sale of Trust Units thereunder.

        (p)   In the case of a proposed sale pursuant to a Registration Statement involving an underwritten offering, the Trustee shall enter into such customary agreements on behalf of he Trust (including, if requested, an underwriting agreement in reasonably customary form) and take all such other action, if any, as Holders of a majority of the Registrable Securities being sold or any managing underwriters reasonably shall request in order to facilitate any disposition of the Registrable Securities pursuant to such Registration Statement, including, without limitation, (i) using commercially reasonable efforts to cause its counsel to deliver an opinion or opinions in reasonably customary form, (ii) using its reasonable best efforts to cause its officers to execute and deliver all customary documents and certificates on behalf of the Trust and (iii) using its reasonable best efforts to cause the Trust's independent public accountants to provide a comfort letter or letters in reasonably customary form.

        (q)   Use its reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement taking into account the Trust's business needs.

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        (r)   Upon (i) the filing of any Registration Statement and (ii) the effectiveness of any Registration Statement, announce the same, in each case by press release to Reuters Economic Services and Bloomberg Business News.

        (s)   Use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or quotation system on which similar securities issued by the Trust are listed or traded.

        SECTION 4. Holder's Obligations.

        (a)   Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j) hereof. The Trustee may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Trustee in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Trustee may, from time to time, reasonably request in writing (the "Required Information") and the Trustee may exclude from such registration the Registrable Securities of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request. In addition, following the date that a Registration Statement is declared effective, each Holder wishing to sell Registrable Securities pursuant to a Registration Statement and related Prospectus agrees to deliver, at least seven (7) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, to the Trustee any additional Required Information as the Trustee may reasonably request so that the Trustee may complete or amend the information required by any Registration Statement.

        (b)   Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trustee with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trustee all information required to be disclosed in order to make the information previously furnished to the Trustee by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trustee may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

        SECTION 5. Registration Expenses. The Company shall bear all out-of-pocket fees and expenses incurred in connection with the performance by the Trustee of its obligations under Sections 2 and 3 of this Agreement whether or not any Registration Statement is declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the Special Counsel, if any, in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder,

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(iv) fees and disbursements of counsel for the Trustee and the Special Counsel, if any, in connection with any Registration Statement, (v) fees of accountants for consents and cold comfort and (vi) the fees and expenses incurred in connection with the listing by the Trustee of the Registrable Securities on any securities exchange on which similar securities of the Trust are then listed. However, the Trust shall pay the internal expenses of the Trustee (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit and the other fees and expenses of the accountants for the Trust not covered by clause (v) of the preceding sentence, other than any expense that would not have otherwise been incurred but for the fact of the filing of the Registration Statement or the timing thereof, the fees and expenses of any person, including special experts, retained by the Trustee and the fees and expenses of any transfer agent for the Registrable Securities. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay its own selling expenses, including any underwriting discount and commissions, all registration expenses to the extent required by applicable law and, except as otherwise provided herein, fees and expenses of counsel.

        SECTION 6. Indemnification and Contribution.

        (a)   Indemnification by the Trust. The Trust shall indemnify and hold harmless the Company, each Holder and each person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ("Expenses") to which the Company, any Holder or any controlling person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trustee specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling persons thereof is entitled to indemnity by the Trust under this Agreement. In connection with any underwritten offering pursuant to Section 8, the Trust will also agree to indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) on terms and conditions similar to those set forth herein with respect to the indemnification of the Company and the Holders, if requested in connection with any Registration Statement, such indemnification to be set forth in any underwriting agreement to be entered into by the Trustee with such underwriter(s).

        (b)   Indemnification by the Company. The Company shall indemnify and hold harmless each Holder (other than the Company), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trustee on, based on or measured by any fees, commissions or compensation received by the Trustee for its services under this Agreement) to which such Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Holder, the Trust or the Trustee may become subject, under or with

10

respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other Federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or the quotation of the Trust Units on NASDAQ or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be liable to and shall not indemnify the Holders (other than the Company), the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trustee in its individual capacity or (b) such Holder, in either case prepared or furnished by the Trustee or such Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that the Company shall not be liable to the Holders (other than the Company), the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trustee in its individual capacity prepared or furnished by the Trustee and the Trustee is found liable or (b) such Holder prepared or furnished by such Holder and such Holder is found liable. Subject to Section 6(e) of this Agreement, the Company shall reimburse the Holders (other than the Company), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Holders (other than the Company), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Holders (other than the Company), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by the Company under this Agreement.

        (c)   Indemnification by Certain of the Holders. Each Holder (other than the Company), severally and not jointly, shall indemnify and hold harmless the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, and any other Holder and each person, if any, who controls the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, or any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Expenses to which the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, any other Holder or any controlling person of the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, or any other Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to such Holder (other than the Company) furnished by or on behalf of such Holder specifically for inclusion in the documents

11

referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, such Holder shall reimburse the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, the other Holders and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, the other Holders or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, and the other Holders or any agent or controlling persons thereof is entitled to indemnity by such Holder under this Agreement.

        (d)   Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 6(a), 6(b) or 6(c) hereof, such person (the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, other than solely by virtue of the rights and obligations of the Indemnifying Party and the Indemnified Party under this Section 6. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by, in the case of parties indemnified pursuant to Section 6(a), the Holders of a majority of the Registrable Securities covered by the Registration Statement held by Holders that are indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b) or Section 6(c), the Trustee. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final, non-appealable judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Expenses by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

        (e)   Contribution. To the extent that the indemnification provided for in Section 6(a), 6(b) or 6(c) is unavailable to an Indemnified Party or insufficient in respect of any Expenses referred to therein, then each Indemnifying Party under such paragraph, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party or Indemnifying Parties on the one hand and the Indemnified Party or Indemnified Parties on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Party or Indemnifying Parties on the one hand and of the Indemnified Party or Indemnified Parties on the other hand in connection with the statements or omissions that resulted in such Expenses, as well as any other relevant equitable

12

considerations. The relative fault of the Company and the other Holders on the one hand and the Trust on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made) not misleading, relates to information supplied by the Company, the other Holders or by the Trust, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective number of Registrable Securities they have sold pursuant to a Registration Statement, and not joint.

        The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

        (f)    The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an Indemnified Party at law or in equity, hereunder or otherwise.

        (g)   The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder, any person controlling the Company or any other Holder or any Affiliate of the Company or any other Holder or by or on behalf of the Trustee, its officers or directors or any person controlling the Trustee and (iii) the sale of any Registrable Securities by any Holder.

        SECTION 7. Information Requirements. The Trustee covenants that, if at any time before the end of the Effective Period the Trust is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Trustee shall deliver to such Holder a written statement as to whether the Trust has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Trustee to register any of the Trust's securities under any section of the Exchange Act.

        SECTION 8. Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trustee (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Registrable Securities on the basis reasonably provided in any underwriting arrangements

13

approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

        SECTION 9. Miscellaneous.

        (a)   Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Trustee, the Company and the Holders of a majority of Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing, this Agreement may be amended by written agreement signed by the Trustee, without the consent of the Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision contained herein, or to make such other provisions in regard to matters or questions arising under this Agreement that shall not adversely affect the interests of the Holders of Registrable Securities. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 9(a), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder.

        (b)   Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by facsimile, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by facsimile, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

        (i)    if to a Holder, at the most current address given by such Holder to the Trustee;

        (ii)   if to the Trust or the Trustee, to:

MV Oil Trust
c/o The Bank of New York Trust Company, N.A.
Global Corporate Trust
221 West Sixth Street, 1^st Floor
Austin, Texas 78701
Attention: Mike J. Ulrich
Fax: (512) 479-2553


with a copy to:

Andrews Kurth LLP
600 Travis, Suite
4200 Houston, Texas 77002
Attention: David C. Buck
Fax: (713) 238-7126

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        (iii) if to the Company, to:

MV Partners, LLC
250 N. Water, Suite 300
Wichita, Kansas 67202
Attention: David L. Murfin
Fax: (316) 267-6004


with a copy to:

Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
Attention: Thomas P. Mason
Fax: (713) 615-5320

or to such other address as such person may have furnished to the other persons identified in this Section 9(b) in writing in accordance herewith.

        (c)   Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Trust or its Affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Company or subsequent Holders if such Holders are deemed to be such Affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

        (d)   Successors and Transferees. Any person or group of persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and only if such person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trustee and (iii) in the case of a group such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) (a "Transferee"). This Agreement shall inure to the benefit of and be binding upon such Transferees and shall inure to the benefit of and be binding upon each such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such person shall be entitled to receive the benefits hereof.

        (e)   Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

        (f)    Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

        (g)   Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

        (h)   Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or

15

invalidated thereby, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

        (i)    Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Trust with respect to the Registrable Securities. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Trust with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement.

        (j)    Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effective Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof, each of which shall remain in effect in accordance with its terms.

        (k)   Specific Enforcement; Venue. The parties hereto acknowledge and agree that each would be irreparably damaged if any of the provisions of this Agreement are not performed by the other in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement by the other and to enforce this Agreement and the terms and provisions hereof specifically against the other, in addition to any other remedy to which such aggrieved party may be entitled at law or in equity. Any action or proceeding seeking to enforce any provision of, or based on any rights arising out of, this Agreement may be brought against any of the parties in the FEDERAL AND KANSAS STATE COURTS SITTING IN WICHITA, SEDGWICK COUNTY, KANSAS and the FEDERAL AND TEXAS STATE COURTS SITTING IN AUSTIN, TRAVIS COUNTY, TEXAS and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

MV PARTNERS, LLC
By:	MV Energy, LLC, its Manager
By:	Murfin, Inc., Member
By:
Name:	David L. Murfin
Title:	President
THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee of MV Oil Trust
By:
Name:	Mike J. Ulrich
Title:	Vice President

17

EX-10.7

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Exhibit 10.7

ASSIGNMENT OF
HEDGE PROCEEDS

        This Assignment of Hedge Proceeds (this "Assignment") dated as of                        , 2006 is between MV Partners, LLC, a Kansas limited liability company (successor by conversion to MV Partners, LP, a Kansas limited partnership) ("Assignor") and The Bank of New York Trust Company, N.A., acting not in its individual capacity but solely as trustee of the MV Oil Trust, a Delaware statutory trust ("Assignee"). This Assignment is entered into in connection with the execution and delivery by the Assignor to the Assignee of that certain Conveyance of Net Profits Interest dated of even date herewith (the "Conveyance"). Capitalized terms used but not defined in this Assignment shall have the meaning given to such term in the Conveyance.

        For and in consideration of $10 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby ASSIGN, SET OVER and TRANSFER unto Assignee all of Assignor's right, title, and interest, indirectly and directly, in and to 80% of any and all revenues, monies, proceeds and payments payable to Assignor and to which Assignor is or might be entitled (such percentage of such revenues, monies, proceeds and payments is referred to herein as the "Hedge Proceeds") under, by virtue of, or arising as a result of the settlement of those certain hedge and/or swap agreements (the "Hedge Agreements") described on Exhibit A attached hereto.

        This Assignment is not, and shall not be construed as, an assignment of the Hedge Agreements in violation of any of the terms thereof and Assignee is assuming no duties and obligations under the Hedge Agreements. This Assignment is solely an assignment by Assignor of its right, title, and interest in and to the Hedge Proceeds.

        Assignee shall have the right to the receipt of all sums and amounts so paid to it in accordance with the terms and provisions of this Assignment. Assignor shall pay all Hedge Proceeds received during each Payment Period to Assignee on the fifth Business Day following the Quarterly Record Date for such Payment Period.

        As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the obligations of the Assignor under this Assignment, the Assignor hereby pledges, assigns and transfers to the Assignee, and hereby grants to the Assignee, a first priority continuing security interest in, lien on and right of setoff against, all Hedge Proceeds, whether now owned or at any time hereafter acquired by the Assignor or in which the Assignor now has or at any time in the future may acquire any right, title or interest and whether now existing or hereafter coming into existence.

        This Assignment (a) may not be amended, altered, or modified except pursuant to a written instrument executed by Assignor and Assignee, (b) shall be governed by and construed in accordance with the laws of the State of Kansas, (c) shall inure to the benefit of Assignee and its successors and assigns and shall be binding upon Assignor and its successors and assigns, and (d) may be executed in multiple originals which constitute but one and the same instrument.

        Assignor and Assignee shall from time to time do and perform such further acts and execute and deliver such further instruments, assignments, and documents as may be required or reasonably requested by the other party to establish, maintain, or protect the respective rights and remedies of Assignor and Assignee and to carry out and effectuate the intentions and purposes of this Assignment, provided in each case the same does not conflict with any provision of this Assignment.

        EXECUTED TO BE EFFECTIVE as of the        day of                  , 2006.

ASSIGNOR:

MV PARTNERS, LLC

By:

Name:

Title:

ASSIGNEE:

MV OIL TRUST

By its Trustee, The Bank of New York
Trust Company, N.A.

By:

Name:

Title:

2

EXHIBIT A

HEGDGE AGREEMENTS

3

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ASSIGNMENT OF HEDGE PROCEEDS
EXHIBIT A HEGDGE AGREEMENTS

EX-10.8

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Exhibit 10.8

Term Facility                                 
CUSIP No.                                     

CREDIT AGREEMENT

Dated as of December             , 2006

among

MV PARTNERS, LLC,

as Borrower,

MV ENERGY, LLC, and

VAP-I, LLC,

as Guarantors

BANK OF AMERICA, N.A.,
as Administrative Agent

and

The Other Lenders Party Hereto

TABLE OF CONTENTS

Section			Page
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS			1
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	14
	1.03	Accounting Terms	15
	1.04	Rounding	15
	1.05	Times of Day	16
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS			16
	2.01	Loans	16
	2.02	Borrowings, Conversions and Continuations of Loans	16
	2.03	Intentionally Omitted.	17
	2.04	Intentionally Omitted.	17
	2.05	Prepayments	17
	2.06	Intentionally Omitted	18
	2.07	Scheduled Repayments of Loans.	18
	2.08	Interest	18
	2.09	Fees	19
	2.10	Computation of Interest and Fees	19
	2.11	Evidence of Debt	19
	2.12	Payments Generally; Agent's Clawback.	19
	2.13	Sharing of Payments	21
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY			21
	3.01	Taxes	21
	3.02	Illegality	22
	3.03	Inability to Determine Rates	22
	3.04	Increased Costs	23
	3.05	Compensation for Losses	24
	3.06	Mitigation Obligations	24
	3.07	Survival	24
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			24
	4.01	Conditions of Initial Borrowing	24
	4.02	Additional Conditions to Borrowings	26
ARTICLE V. REPRESENTATIONS AND WARRANTIES			26
	5.01	Existence, Qualification and Power; Compliance with Laws	26
	5.02	Authorization; No Contravention	27
	5.03	Governmental Authorization; Other Consents	27
	5.04	Binding Effect	27

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	5.05	Financial Statements; No Material Adverse Effect	27
	5.06	Litigation	27
	5.07	No Default	28
	5.08	Ownership of Property; Liens	28
	5.09	Environmental Compliance	28
	5.10	Insurance	28
	5.11	Taxes	28
	5.12	ERISA Compliance	28
	5.13	Subsidiaries	28
	5.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	29
	5.15	Disclosure	29
	5.16	Compliance with Laws	29
	5.17	Leases; Contracts; Licenses, Etc	29
	5.18	Sale of Production	30
	5.19	Operation of Oil and Gas Properties	31
	5.20	Ad Valorem and Severance Taxes; Litigation.	31
	5.21	Intellectual Property; Licenses, Etc.	31
	5.22	MV Oil Trust	32
ARTICLE VI. AFFIRMATIVE COVENANTS			32
	6.01	Financial Statements	32
	6.02	Certificates; Other Information	32
	6.03	Notices	33
	6.04	Payment of Obligations	34
	6.05	Preservation of Existence, Etc.	34
	6.06	Maintenance of Properties.	34
	6.07	Maintenance of Insurance	34
	6.08	Compliance with Laws	35
	6.09	Books and Records.	35
	6.10	Inspection Rights	35
	6.11	Use of Proceeds	35
	6.12	Agreement to Deliver Security Documents	35
	6.13	Production Proceeds	36
	6.14	Mortgaged Property Covenants	36
	6.15	Guaranties of Borrower's Subsidiaries	36
	6.16	Environmental Matters; Environmental Reviews.	37
	6.17	MV Oil Trust	37
ARTICLE VII. NEGATIVE COVENANTS			37

ii

	7.01	Liens	38
	7.02	Investments	38
	7.03	Indebtedness	38
	7.04	Fundamental Changes	38
	7.05	Dispositions	39
	7.06	Restricted Payments	40
	7.07	Change in Nature of Business	40
	7.08	Transactions with Affiliates	40
	7.09	Burdensome Agreements	40
	7.10	Use of Proceeds	40
	7.11	Hedging Contracts	40
	7.12	Consolidated Fixed Charge Coverage Ratio.	41
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES			41
	8.01	Events of Default	41
	8.02	Remedies Upon Event of Default	43
	8.03	Application of Funds	43
ARTICLE IX. ADMINISTRATIVE AGENT			44
	9.01	Appointment and Authorization of Administrative Agent	44
	9.02	Rights as a Lender	44
	9.03	Exculpatory Provisions	44
	9.04	Reliance by Administrative Agent	45
	9.05	Delegation of Duties	45
	9.06	Resignation of Agent	45
	9.07	Non-Reliance on Agent and Other Lenders	46
	9.08	No Other Duties, Etc.	46
	9.09	Administrative Agent May File Proofs of Claim	46
	9.10	Guaranty Matters	46
	9.11	Collateral Matters.	46
ARTICLE X. MISCELLANEOUS			48
	10.01	Amendments, Etc.	48
	10.02	Notices; Effectiveness; Electronic Communications.	49
	10.03	No Waiver; Cumulative Remedies	50
	10.04	Expenses; Indemnity; Damage Waiver.	50
	10.05	Payments Set Aside	51
	10.06	Successors and Assigns.	52
	10.07	Treatment of Certain Information; Confidentiality	54
	10.08	Right of Setoff	54

iii

	10.09	Interest Rate Limitation	55
	10.10	Counterparts; Integration; Effectiveness	55
	10.11	Survival of Representations and Warranties	55
	10.12	Replacement of Lenders	55
	10.13	Severability	56
	10.14	Governing Law; Jurisdiction; Etc.	56
	10.15	Waiver of Right to Trial by Jury	57
	10.16	USA PATRIOT Act Notice	57
	10.17	Time of the Essence	57
	10.18	Restatement.	57
BANK OF AMERICA, N.A.

SCHEDULES

1        Lenders' Commitments and Applicable Percentages
2        Security Documents
3        Disclosure Schedule
4        Addresses

EXHIBITS

Form of

A        Loan Notice
B
C        Note
D        Compliance Certificate
E        Assignment and Assumption
F        Legal Opinions
G        Mortgage Amendment

iv

CREDIT AGREEMENT

CREDIT AGREEMENT (this "Agreement") is entered into as of December            , 2006, among MV PARTNERS, LLC, a Kansas limited liability company ("Borrower"), MV ENERGY, LLC, a Kansas limited liability company, VAP-I, LLC, a Kansas limited liability company ("Guarantors"), each lender from time to time party hereto (collectively, "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent.

        WHEREAS, Borrower, the lenders party thereto (the "Existing Lenders") and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, are parties to that certain Credit Agreement dated as of December 21, 2005 (such agreement, the "Existing Credit Agreement") pursuant to which the Existing Lenders agreed to make revolving credit loans (therein referred to as the "Existing Loans") to Borrower, the Swing Line Lender agreed to make swing line loans to Borrower, L/C Issuer agreed to issue letters of credit for the account of Borrower, and Existing Lenders agreed to purchase participations in such swing line loans and such letters of credit; and

        WHEREAS, the Borrower desires to convert, renew and extend $25,000,000 of the Existing Loans into term loans; and

        WHEREAS, the Borrower desires to repay the Existing Loans in excess of $25,000,000, repay in full the letters of credit obligations and the swing line loans, and terminate the commitments to make, issue or participate in revolving credit loans, swing line loans and letters of credit, in each case under the Existing Credit Agreement; and

        WHEREAS, the Borrower desires to enter into the transactions contemplated by the MV Oil Trust Documents as defined herein, and obtain the consent and agreement of the Existing Lenders thereto; and

        WHEREAS, the Lenders are willing, on the terms and subject to the conditions herein set forth to convert, renew and extend $25,000,000 of the Existing Loans into term loans and to consent and agree to the transactions contemplated by the MV Oil Trust Documents; and

        WHEREAS, in consideration of the sale or transfer to the Guarantors of certain units of MV Oil Trust, and for other consideration, the Guarantors are willing to guaranty the indebtedness and obligations of Borrower and become parties to this Agreement;

        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.

        "Aggregate Commitments" means the Commitments of all Lenders.

        "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 Term Facility represented by (i) on or prior to the Closing Date, such Lender's Commitment at such time and (ii) thereafter, the principal amount of such Lender's Loans at such time.

        "Applicable Rate" means zero percent per annum for Base Rate Loans and 2.00% per annum for Eurodollar Rate Loans.

        "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.

        "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, 2005, 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.

        "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 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 the borrowing consisting of Loans by each of the Lenders pursuant to Section 2.01.

        "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.

        "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.

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        "Change of Control" means an event or series of events by which:

(a)

Managing Member ceases to be the sole managing member 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 Managing Member; or



(c)

Any individual other than David Murfin or J. Michael Vess shall be the chief executive officers or sole managers of the Managing Member 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 make Loans to Borrower pursuant to Section 2.01 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 under the caption "Commitment" or opposite such caption 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.

        "Compliance Certificate" means a certificate substantially in the form of Exhibit D.

        "Consolidated EBITDA from Operations" means, for any period, for Borrower and its Subsidiaries on a consolidated basis, an amount equal to the net income from operations of Borrower and its Subsidiaries (excluding extraordinary gains but including extraordinary losses) for that period plus the following to the extent deducted in calculating such net income from operations: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state and local income taxes payable by 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 Fixed Charge Coverage Ratio" means, for any period, the ratio of (a) (i) Consolidated EBITDA from Operations for such period, plus (ii) the amount of the actual cash distributions by MV Oil Trust during such period to Borrower or to Holders if such amounts are actually paid by Holders to Borrower during such period, whether as a repayment of debt, contribution to capital or otherwise, less (iii) the aggregate amount of all capital expenditures for maintenance, repair or replacement of existing assets during such period to (b) the sum of (i) Consolidated Interest Charges for such period, plus (ii) the aggregate principal amount of all regularly scheduled principal payments on debt for borrowed money (including the Loans) payable during such period.

        "Consolidated Interest Charges" means, for any period, for Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of 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 Borrower and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.

3

        "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.

        "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 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.

        "Defaulting Lender" means any Lender that (a) has failed to fund any portion of the 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.

        "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.

        "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 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 any Loan Party or any Affiliates or Subsidiary of any Loan Party.

        "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

4

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 a Loan Party 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.

        "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

5

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 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 the recitals to this Agreement.

        "Excluded Taxes" means, with respect to Agent, any Lender 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.

        "Extraordinary Receipt" means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments; provided, however, that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments: (a) are in an aggregate amount of less than $100,000 in respect of any single event or condition or series of related events or conditions; (b) are in respect of loss or damage to equipment, fixed assets or real property and are applied (or in respect of which expenditures were previously incurred) to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received in accordance with the terms of Section 2.05(b)(v); or (c) are received by any Person in respect of any third party claim against such Person and are applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.

        "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 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.

6

        "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.

        "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 of the Holders and each Subsidiary of 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.

        "Holders" has the meaning specified in the introductory paragraph hereto.

        "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;

7

(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                                    , prepared by Cawley Gillespie & Associates reflecting reserve values as of June 30, 2006.

        "Interest Charges" means, for any period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of 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 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 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, 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

8

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 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.

        "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.

        "Lender" has the meaning specified in the introductory paragraph hereto.

        "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.

        "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

9

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 advance made by any Lender under the Term Facility as provided in Section 2.01.

        "Loan Documents" means this Agreement, each Note, the Agent Fee Letter and each Security Document.

        "Loan Notice" means a notice of (a) the Borrowing, (b) a conversion of 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.

        "Loan Parties" means, collectively, Borrower and each Person (other than Agent or any Lender) executing a Loan Document including, without limitation, each Guarantor.

        "Managing Member" means MV Energy, LLC, a Kansas limited liability company.

        "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 any Loan Party; (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            , 2011.

        "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.

        "MV Oil Trust" means the MV Oil Trust as described in the MV Oil Trust Prospectus.

        "MV Oil Trust Documents" means the net profits interest conveyances by Borrower to MV Oil Trust and each other agreement in effect of the Closing Date between Borrower and MV Oil Trust as described in or contemplated by the MV Oil Trust Prospectus.

        "MV Oil Trust Prospectus" means the Form S-1 of MV Oil Trust filed with the Securities and Exchange Commission under Registration Number                                     , effective                        .

        "Net Cash Proceeds" means:

(a)

with respect to the sale of any property by any Loan Party 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 such Loan Party 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

10

as and when so received) over (ii) the sum of (A) the out-of-pocket expenses incurred by the applicable Loan Party in connection with recovery of such amounts and (B) the amount applied to repair or replacement or the payment to any Person (other than a Loan Party) in respect of such casualty, condemnation or indemnification;

(c)

with respect to the sale of any capital stock or other equity interest by any Loan Party, 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 such Loan Party 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 any Loan Party, 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 such Loan Party 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.

        "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, 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.

        "Participant" has the meaning specified in Section 10.06(d).

        "PBGC" means the Pension Benefit Guaranty Corporation.

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        "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.

        "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 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

12

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).

        "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 Borrowing" means with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice.

        "Required Lenders" means, as of any date of determination, Lenders having more than 50% of the Term Facility on such date; provided that the portion of the Term Facility 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 any Loan Party, 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 a Loan Party's stockholders, partners or members (or the equivalent Person thereof).

        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.

        "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; provided, however, for purposes of this Agreement, MV Oil Trust shall not be treated as a Subsidiary of any Loan Party. 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 contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options

13

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).

        "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.

        "Term Facility" means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Commitments at such time and (b) thereafter, the aggregate principal amount of the Loans of all Lenders outstanding at such time.

        "Threshold Amount" means $100,000.

        "Type" means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

        "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.

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

14

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.

1.03Accounting 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. For purposes of this Agreement, MV Oil Trust shall not be treated as a Subsidiary of any Loan Party.

        (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 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).    

15

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).    

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

2.01    Loans.    Subject to the terms and conditions set forth herein, each Lender severally agrees to renew and extend the Existing Loans payable to it as a Loan hereunder to Borrower on the Closing Date in the amount of such Lender's Commitment Percentage of the Term Facility. Any Loans repaid or prepaid may not be reborrowed hereunder. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.    

2.02    Borrowings, Conversions and Continuations of Loans.

        (a)   The Borrowing, each conversion of 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 Loans, and (ii) on the requested date of any Borrowing of Base Rate 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 Lenders. Each telephonic notice by Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Agent of a written 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. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing 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 Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable 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 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 Loan Notice, Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 Borrowing, each Lender shall make the amount of its Loan available to Agent in immediately available funds at Administrative Agent's Office not later than 1:00 p.m. on the Business Day

16

specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Borrowing, 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.

        (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 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 Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to Loans.

2.03    Intentionally Omitted.

2.04    Intentionally Omitted.

2.05    Prepayments.

        (a)   Borrower may, upon notice to Agent, at any time or from time to time voluntarily prepay 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 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 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 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 Loans of Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

(b)

Mandatory.    (i) If any Loan Party Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d) or (e)) which results in the realization by such Person of Net Cash Proceeds, Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below).

17

(ii)

Upon the sale or issuance by any Loan Party of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi) and (ix) below).



(iii)

Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi) and (ix) below).



(iv)

Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, so long as no Default shall have occurred and be continuing, such Loan Party may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).



(c)

Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05 shall be applied to the principal repayment installments thereof in inverse order of maturity.

2.06    Intentionally Omitted.

2.07    Scheduled Repayments of Loans.    Borrower shall repay to the Lenders the aggregate principal amount of all Loans outstanding in quarterly installments each in the amount of $1,250,000 and each payable on the last Business Day of each March, June, September and December of each year, beginning on the last Business Day of March 2007; provided, however, that the final principal repayment installment of the Loans shall be repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Loans outstanding on such date; provided further, such amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05.    

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; and (ii) each Base Rate 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

18

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.



(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.    Borrower shall pay to Agent for Agent's own account, fees in the amounts and at the times specified in the letter agreement, dated                        , 2006 (the "Agent Fee Letter"), between Borrower and Agent. Such fees shall be fully earned when paid and shall be 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.    The Loan 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 Loan 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 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.    

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

19

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 Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to Agent such Lender's share of such 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 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 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 Borrowing to Agent, then the amount so paid shall constitute such Lender's Loan included in such 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 hereunder that Borrower will not make such payment, Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of Lenders severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender 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 Loan 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 Loans are several and not joint. The failure of any Lender to make any Loan 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 Loan or to make its payment under Section 10.04(c):

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        (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 Loans made by it resulting in such Lender's receiving payment of a proportion of the aggregate amount of such Loans 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 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 Loans, 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 Loans to any assignee or participant, other than to any Loan Party (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.

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 or Lender, 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 and each Lender, 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 or such Lender, 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

21

certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, 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 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 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 or any Lender 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 or such Lender, 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 or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to 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 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

22

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 Borrowing of Base Rate Loans in the amount specified therein.

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);



(ii)

subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender 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



(iii)

impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender;

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 reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered.

        (b)    Capital Requirements.    If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

        (c)    Certificates for Reimbursement.    A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender 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, 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 to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender's right to demand such compensation, provided that Borrower shall not be required to compensate a Lender 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 such Lender, 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 intention to claim compensation therefor (except that, if the Change in Law giving rise to such

23

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 Borrowing.    The obligation of each Lender to make its Loan 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 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 Mortgage Amendment in the form of Exhibit G hereto 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;

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(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 Existing Credit Agreement, other than the $25,000,000 of Existing Loans renewed and extended hereunder, has been repaid in full, all letters of credit under the Existing Credit Agreements have been terminated and all commitments under the Existing Credit Agreement have been terminated; and



(xi)

such other assurances, certificates, documents, consents or opinions as Agent or the Required Lenders reasonably may require.



(b)

Any fees required to be paid on or before the Closing Date shall have been paid.

        (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).

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(d)

The issuance and sale of the units of MV Oil Trust as described in the MV Oil Trust Prospectus.



(e)

The Closing Date shall have occurred on or before                                     .

        (f)    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.

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    Additional Conditions to Borrowings.    The obligation of each Lender to make its Loan hereunder is also 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 Borrowing, 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 Borrowing or from the application of the proceeds thereof.

(c)

Agent shall have received a Request for Borrowing 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 Borrowing 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 Borrowing.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

        Each Loan Party 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 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.

26

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 any Loan Party after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party 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 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

27

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.    No Loan Party 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 Loan Party 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 each Loan Party is subject to no Liens, other than Liens permitted by Section 7.01.

5.09    Environmental Compliance.    The Loan Parties 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 each Loan Party are insured with financially sound and reputable insurance companies, not Affiliates of any Loan Party, 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 such Loan Party operates.

5.11    Taxes.    Each Loan Party has 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 its or its 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 any Loan Party 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. Each Loan Party 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.

        (c)    (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan

28

(other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Loan Party 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) no Loan Party 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, Loan Parties have 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. Loan Parties have 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 each Loan Party have been validly issued and are fully paid and nonassessable.

5.14    Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

        (a)    No Loan Party is engaged nor will any Loan Party 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 the Loan Parties, any Person Controlling the Loan Parties, or any Subsidiary of any Loan Party (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.    Each Loan Party 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 Loan Party and each Subsidiary thereof 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 with respect to such third party's obligations) under any such leases, contracts, servitudes and other

29

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 which production from any Oil and Gas Property may be required to be delivered to one or more third

30

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.    Each Loan Party owns, or possesses 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 its respective business, without conflict with the rights of any other Person. To the best knowledge of each Loan

31

Party, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party 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 any Loan Party, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.22    MV Oil Trust.    [Representation under review]

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, each Loan Party shall:

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;

        (d)    by April 1 of each year, commencing April 1, 2007, 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

32

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, 2007, an Engineering Report prepared as of the preceding July 1 (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 any Loan Party, or compliance with the terms of the Loan Documents, as Agent or any Lender may from time to time reasonably request.

Each Loan Party hereby acknowledges that (a) Agent will make available to Lenders 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 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 Obligation of any Loan Party; (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party, including pursuant to any applicable Environmental Laws;

33

(c)

of the occurrence of any ERISA Event;



(d)

of the receipt of Net Cash Proceeds;



(e)

of any material change in accounting policies or financial reporting practices by Borrower or any Subsidiary



(f)

[Reporting related to the MV Oil Trust under review].

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 such Loan Party; (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 under Section 6.7 of the Operating Agreement of Borrower as it exists on the date hereof. 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 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

34

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 such Loan Party; and

        (b)    maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party.

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 Borrowing (i) on the Closing Date to repay or refinance Indebtedness under the Existing Credit Agreement and cost incurred in connection 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.    Each Loan Party 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,

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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 of Borrower or any other Loan Parties, including all Oil and Gas Properties and all MV Oil Trust Units owned by any Loan Party. Each Loan Party 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    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.

6.14    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.

        (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).

6.15    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.

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6.16    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.

6.17    MV Oil Trust.    Borrower shall at all times comply in all material respect with its obligations under each of the MV Oil Trust Documents.

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, no Loan Party shall, directly or indirectly:

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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 a Loan Party 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 Loan Parties 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 Holders in Borrower, Investments of Borrower in any wholly-owned Subsidiary that is a Guarantor and Investments of any wholly-owned Subsidiary of Borrower in Borrower or in another wholly-owned Subsidiary of Borrower;



(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;



(e)

Guarantees permitted by Section 7.03; and



(f)

Investments in units of MV Oil Trust.

7.03    Indebtedness.    Create, incur, assume or suffer to exist any Indebtedness, except:

(a)

Indebtedness under the Loan Documents;



(b)

Guarantees of Holders, 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;



(d)

Indebtedness of Holders to Borrower subordinated to the Indebtedness under the Loan Documents in form and substance satisfactory to Administrative Agent; and



(e)

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 of Borrower may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries of Borrower, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the

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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

(b)

any Subsidiary of Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower or to another Subsidiary of Borrower; 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 of Borrower to Borrower or to a wholly-owned Subsidiary of Borrower; 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;



(g)

Dispositions of Units of MV Oil Trust to a Person who is not an Affiliate; and



(h)

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 any calendar year is limited to Oil and Gas Properties that account for no more than 10% of the aggregate Oil and Gas Properties at the beginning of such calendar year, (ii) at least 90% of the consideration received in connection with such sales must be in cash or cash equivalents; and (iii) prior to and after giving effect to any such 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.

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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 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 of Borrower 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; and



(c)

Borrower may make Permitted Tax Distributions to Holders and Holders may make Permitted Tax Distributions to the holders of their respective Equity Interests.

7.07    Change in Nature of Business.    Engage in any material line of business substantially different from those lines of business conducted by such Loan Party 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 such Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Loan Party as would be obtainable by such Loan Party 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 (a) transactions between or among Borrower and its Subsidiaries or between and among Subsidiaries of Borrower or (b) transactions provided for in the MV Oil Trust Documents.

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 of Borrower to make Restricted Payments to Borrower or to otherwise transfer property to Borrower, (ii) of any Subsidiary of Borrower to Guarantee the Indebtedness of Borrower or (iii) of any Loan Party 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 Borrowing, 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.



(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.

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(c)

Other than Lender Swap Obligations, 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    Consolidated Fixed Charge Coverage Ratio.    Borrower will not permit the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive Fiscal Quarters to be less than 1.25 to 1.0, calculated as of the end of each Fiscal Quarter ending after the date of this Agreement.

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 (ii) within three (3) Business Days after the same becomes due, any interest on any Loan, 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



(b)

Specific Covenants.    Any Loan Party 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, 6.15 or 6.16 or Article VII; or



(c)

Other Defaults.    Borrower or any other 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) Any Loan Party or any of its Subsidiaries (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

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(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 such Loan Party 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 such Loan Party or Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f)

Insolvency Proceedings, Etc.    Any Loan Party or any Subsidiary 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) Any Loan Party 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 any Loan Party 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 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 any Loan Party 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) any Loan Party 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

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(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 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; and



(c)

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 shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, 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 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) payable to Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Loans and other Obligations, ratably among Lenders 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 to the Lender Swap Obligations, ratably among Lenders and the Lender

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Counterparties in proportion to the respective amounts described in this clause Fourth held by them; 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.

ARTICLE IX. ADMINISTRATIVE AGENT

9.01    Appointment and Authorization of Administrative Agent.    Each of the Lenders 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 and the Lenders, and neither 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 any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account therefor to Lenders.

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 or a Lender. 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

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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, that by its terms must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. 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 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 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, appoint a successor Agent meeting the qualifications set forth above; provided that if Agent shall notify 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 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 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

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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.

9.07    Non-Reliance on Agent and Other Lenders.    Each Lender 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 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.

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 or a Lender 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 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 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 Agent and the Lenders (including any claim for the reasonable compensation, expenses, disbursements and advances of Agent and the Lenders and their respective agents and counsel and all other amounts due Agent and the Lenders under Sections 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 to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to Lenders, 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 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 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 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 hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender. Each Lender 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

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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 the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender 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.

(b)

Each Lender 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 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, 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 the Lenders 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 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.

        (e)    Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders' security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral,

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such Lender shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to Agent or in accordance with Agent's instructions.

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 (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 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 Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; and (ii) 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, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

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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 or Agent, 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 the Lenders 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 pursuant to Article II if such Lender, 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 BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM 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 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 or any other Person for losses, claims, damages, liabilities or expenses of any 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

49

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 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 Borrower or Agent 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 and Agent. 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 and Lenders.    Agent and Lenders shall be entitled to rely and act upon any notices (including telephonic 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, 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 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), and (ii) all out of pocket expenses incurred by Agent or any Lender (including the fees, charges and disbursements of any counsel for Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of Agent or any Lender, 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.

        (b)    Indemnification by Borrower.    Borrower shall indemnify Agent (and any sub-agent thereof), each Lender, 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

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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 the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party 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 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) or any Related Party of any of the foregoing, each Lender severally agrees to pay to Agent (or any such sub-agent) 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) in its capacity as such, or against any Related Party of any of the foregoing acting for Agent (or any such sub-agent) 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 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.

        (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, 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 or any Lender, or Agent 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 or such

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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 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 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 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 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 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 under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Agent 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

52

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 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 Borrower, 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 any Loan Party or any of Loan Party'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; 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 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 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

53

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.

10.07    Treatment of Certain Information; Confidentiality.    Agent and each Lender 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, 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 any Loan Party, any Subsidiary or MV Oil Trust relating to any Loan Party, or any Subsidiary or MV Oil Trust or any of their respective businesses, other than any such information that is available to Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party, or any Subsidiary or MV Oil Trust, provided that, in the case of information received from any Loan Party 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 and the Lenders acknowledges that (a) the Information may include material non-public information concerning any Loan Party 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 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 or any such Affiliate to or for the credit or the account of Borrower or any other Loan

54

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 any such Affiliate, irrespective of whether or not such Lender 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 different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender 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.

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 Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12    Replacement of Lenders.    If any Lender requests compensation under Section 3.04, or if 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 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

55

a Lender accepts such assignment), provided that: (a) 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, 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 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.

        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 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.    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 MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

        (c)    WAIVER OF VENUE.    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

56

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.

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.]

57

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

MV PARTNERS, LLC
By:	MV Energy, LLC, its Managing Member
By:	Murfin, Inc., as Member
By:
	Robert D. Young Treasurer
MV ENERGY, LLC
By:	Murfin, Inc., as Member
By:
	Robert D. Young Treasurer
VAP-I, LLC
By:	MV Energy, LLC, its Managing Member
By:	Murfin, Inc., as Member
By:
	Robert D. Young Treasurer

BANK OF AMERICA, N.A., as Administrative Agent

By:

Name:

Title:

BANK OF AMERICA, N.A., as a Lender

By:

Name:

Title:

SCHEDULE 2.01

APPLICABLE PERCENTAGES AND
COMMITMENT

Lender	Commitment	Applicable Percentage
Bank of America, N.A.	$25,000,0000	100.0000000%
Total	$25,000,000	100.0000000%

SCHEDULE 2

SECURITY DOCUMENTS

1.

Mortgage Amendment covering the Oil and Gas Properties to be dated as of the Closing Date from Borrower in favor of Administrative Agent.



2.

Pledge and Security Agreement covering the MV Trust Units to be dated as of the Closing Date from Holders in favor of Administrative Agent.

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 its 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, LLC
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, LLC

EXHIBIT A

FORM OF 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, LLC, an Kansas limited liability company (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

        The undersigned hereby requests (select one):

o

A Borrowing of Loans                                                  o A conversion or continuation of Loans



1.

On                                      (a Business Day).



2.

In the amount of $                                    .



3.

Comprised of                                                                                               .
                                                             [Type of Loan requested]

4.

For Eurodollar Rate Loans: with an Interest Period of                      months.

        The Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.

MV PARTNERS, LLC
By:	MV Energy, LLC, its General Partner
	By:	Murfin Drilling Company, Inc., as Member
By:	Robert D. Young Treasurer

A-1

EXHIBIT B

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 [$25,000,000].

        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 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. 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, LLC
By:	MV Energy, LLC, its General Partner
By:	Murfin Drilling Company, Inc., as Member
By:
	Robert D. Young Treasurer

C-1

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            , 2006 (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, LLC, a Kansas limited liability company ("Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

        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, LLC
By:	MV Energy, LLC, its Managing Member
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(b)—Fixed Charge 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 from operations of Borrower and its Subsidiaries for Subject Period:	$
	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 from operations (Lines II.A.1 + 2 + 3 + 4 + 5 + 6 + 7):	$
(B)	Cash distributions from MV Oil Trust Units		$
(C)	Consolidated Interest Charges:
	1.	Interest, premium payments, debt discount, fees, charges and related expenses of 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 Borrower and its Subsidiaries under capital leases for Subject Period:	$
	3.	Consolidated Interest Charges (Line II.B.1. + Line II.B.2.)	$
(D)	Scheduled payment of Principal:		$
(E)	Fixed Charge Coverage Ratio (Line II.A.8 + Line II.B ÷ Line II.C.3 + Line II.D)		$	to 1
(F)	Minimum required:			1.25 to 1

*

include only to the extent that it has been deducted in calculating Consolidated Net Income

D-3

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 from Operations
as set forth in the Agreement)

Consolidated EBITDA	Quarter Ended	Quarter Ended	Quarter Ended	Quarter Ended	Twelve Months Ended
Consolidated Net Income from operations 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 from operations

D-4

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 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 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, LLC, an Kansas limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent

6.

Assigned Interest:

Aggregate Amount of Loans for all Lenders*	Amount of Loans Assigned*	Percentage Assigned of Loans	CUSIP No.
$	$	%

[7.

Trade Date:                                     ]

E-1

        Effective Date:                                     , 20             [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

        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-2

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-3

EXHIBIT F

OPINIONS OF COUNSEL TO LOAN PARTIES

F-1

EXHIBIT G

ASSIGNMENT, ASSUMPTION AND MORTGAGE AMENDMENT

G-1

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CREDIT AGREEMENT
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
APPLICABLE PERCENTAGES AND COMMITMENT
SECURITY DOCUMENTS
DISCLOSURE SCHEDULE
FORM OF LOAN NOTICE
FORM OF NOTE
FORM OF COMPLIANCE CERTIFICATE
SCHEDULE 2 to the Compliance Certificate ($ in 000's)
Quarterly Information for Schedule 2 to the Compliance Certificate ($ in 000's)
Consolidated EBITDA (in accordance with the definition of Consolidated EBITDA from Operations as set forth in the Agreement)
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-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 Amendment No. 3 to Form S-1 (File No. 333-136609) 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
November 30, 2006

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CORRESP