8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 25, 2007 (January 18, 2007)

Date of Report (Date of earliest event reported)

MV OIL TRUST

(Exact name of Registrant as specified in its charter)

Delaware	001-33219	06-6554331
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

221 West Sixth Street, 1st Floor

Austin, Texas 78701

(Address of principal executive offices)

(800) 852-1422

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

General.  On January 18, 2007, MV Partners, LLC (“MV Partners”) entered into an underwriting agreement (the “Underwriting Agreement”) with MV Oil Trust (the “Trust”), MV Energy, LLC (“MV Energy”), VAP-I, LLC (“VAP-I”, and together with MV Energy, the “Selling Unitholders”), and the underwriters named therein (the “Underwriters”) providing for the offer and sale in a firm commitment underwritten offering by MV Partners of 7,500,000 units of beneficial interest in the Trust (“Trust Units”).  Pursuant to the Underwriting Agreement, the Selling Unitholders granted the Underwriters a 30-day option to purchase an additional 1,125,000 Trust Units (the “Option”) to cover over-allotments, if any, on the same terms as those Trust Units sold by MV Partners, which Option was exercised in half by the Underwriters on January 22, 2007.

The transactions contemplated by the Underwriting Agreement were consummated on January 24, 2007.  The proceeds (net of underwriting discounts) received by MV Partners (before expenses) from the sale of 7,500,000 Trust Units were approximately $139.5 million.  The Selling Unitholders received proceeds (net of underwriting discounts and before expenses) of approximately $5.2 million each.  The Trust received no proceeds from the sale of the Trust Units.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.

Conveyance of Net Profits Interest.  On January 24, 2007, MV Partners and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) of the Trust, not in its individual capacity but solely as trustee of the Trust, entered into a Conveyance of Net Profits Interest (the “Conveyance”) whereby, for good and valuable consideration, including the issuance by the Trust to MV Partners of 11,500,000 Trust Units, MV Partners transferred to the Trust a term net profits interest that represents the right to receive 80% of the net proceeds from all of MV Partners’ interests in oil and natural gas properties as of January 24, 2007, such properties being located in the Mid-Continent region in the States of Kansas and Colorado.  The net profits interest will terminate on the later to occur of (i) June 30, 2026, or (ii) the time when 14.4 million barrels of oil equivalent have been produced from the underlying properties and sold.

A copy of the Conveyance is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Administrative Services Agreement.  On January 24, 2007, MV Partners and the Trustee of the Trust, in its capacity as trustee of the Trust, entered into an Administrative Services Agreement (the “Administrative Services Agreement”) whereby, in connection with the conveyance of the net profits interest by MV Partners to the Trust, MV Partners agreed to provide the Trust with such accounting, bookkeeping and informational services as are necessary to, among other things, establish a net profits account under the Conveyance in exchange for an administrative services fee to be paid to MV Partners on a quarterly basis.

A copy of the Administrative Services Agreement is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Assignment of Hedge Proceeds.  On January 24, 2007, MV Partners and the Trustee of the Trust, in its capacity as trustee of the Trust, entered into an Assignment of Hedge Proceeds (the “Assignment of Hedge Proceeds”) whereby MV Partners assigned to the Trust all of its right and title to 80% of any and all proceeds arising as a result of the settlement of the hedge and/or swap agreements to which MV Partners was a party as of January 24, 2007.

A copy of the Assignment of Hedge Proceeds is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.

Registration Rights Agreement.  On January 24, 2007, MV Partners and the Trustee, in its capacity as trustee of the Trust, entered into a Registration Rights Agreement (the “Registration Rights Agreement”) whereby MV Partners, its affiliates and certain permitted transferees holding registrable securities would be entitled, 180 days after the effectiveness of the Registration Rights Agreement and upon receipt by the Trustee of written notice from

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holders of a majority of the registrable securities, to demand that the Trust effect the registration of the registrable securities under the Securities Act of 1933, as amended (the “Securities Act”).  The holders of the registrable securities would be entitled to demand a maximum of three such registrations.

A copy of the Registration Rights Agreement is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 24, 2007, MV Partners, Wilmington Trust Company, as Delaware trustee of the Trust, and the Trustee entered into an Amended and Restated Trust Agreement (the “Amended and Restated Trust Agreement”) in connection with the closing of the initial public offering of the Trust Units.  A description of the Amended and Restated Trust Agreement is contained in the section entitled “Description of the Trust Agreement” of the Trust’s final prospectus dated January 19, 2007 (File No. 333-136609) and filed on January 19, 2007 with the Commission pursuant to Rule 424(b)(4) under the Securities Act and is incorporated herein by reference.

A copy of the Amended and Restated Trust Agreement as adopted is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 8.01   Other Events.

An opinion by Dorsey & Whitney (Delaware) LLP related to our registration statement on Form S-1 (Registration No.
333-136609) and the offering is also attached hereto as Exhibit 5.1.

Item 9.01.   Financial Statements and Other Exhibits

(c) Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement dated as of January 18, 2007, by and between MV Oil Trust, MV Partners, LLC, MV Energy, LLC, VAP-I, LLC and the underwriters named therein.
3.1	Amended and Restated Trust Agreement of MV Oil Trust, dated January 24, 2007, among MV Partners, LLC, The Bank of New York Trust Company, N.A. and Wilmington Trust Company.
4.1	Registration Rights Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust.
5.1	Opinion Letter of Dorsey & Whitney (Delaware) LLP.
10.1	Conveyance of Net Profits Interest, dated January 24, 2007, from MV Partners, LLC to The Bank of New York Trust Company, N.A., as Trustee of MV Oil Trust.
10.2	Administrative Services Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust.
10.3	Assignment of Hedge Proceeds, dated January 24, 2007, between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MV OIL TRUST
	(Registrant)
	By:	The Bank of New York Trust Company, N.A.
		as Trustee
		/s/ Mike J. Ulrich
		Mike J. Ulrich
		Vice President
Dated: January 25, 2007

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement dated as of January 18, 2007, by and between MV Oil Trust, MV Partners, LLC, MV Energy, LLC, VAP-I, LLC and the underwriters named therein.
3.1	Amended and Restated Trust Agreement of MV Oil Trust, dated January 24, 2007, among MV Partners, LLC, The Bank of New York Trust Company, N.A. and Wilmington Trust Company.
4.1	Registration Rights Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust.
5.1	Opinion Letter of Dorsey & Whitney (Delaware) LLP.
10.1	Conveyance of Net Profits Interest, dated January 24, 2007, from MV Partners, LLC to The Bank of New York Trust Company, N.A., as Trustee of MV Oil Trust.
10.2	Administrative Services Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust.
10.3	Assignment of Hedge Proceeds, dated January 24, 2007, between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust.

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EX-1.1

Exhibit 1.1

7,500,000 Trust Units

MV OIL TRUST

UNDERWRITING AGREEMENT

St. Petersburg, Florida
January 18, 2007

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, 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 Trust and the Company have 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, annexes 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 dated January 2, 2006 in the form included in the Registration Statement 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 the Trust or used or referred to by the Company or the Trust 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 as being included in the Time of Sale Information, and the information set out in Schedule IV hereto.  All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, the 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”).  “Effective Date” means each date and time as of which any Registration Statement was or is declared effective by the Commission.  “Time of Sale” means 9:30 a.m., St. Petersburg, Florida time, on January 19, 2007.

2.Agreements to Sell and Purchase.  The Company hereby agrees to 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 $18.70 per Unit (the “purchase price per Unit”), the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto.

Each Selling Unitholder hereby agrees, severally and not jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of each such Selling Unitholder 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 each Selling Unitholder at the purchase price per Unit up to that number of Additional Units set forth opposite the name of such Selling Unitholder in Schedule II hereto.  The purchase and sale of the Additional Units shall be made pro rata among the Selling Unitholders.  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 Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm 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.

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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 reasonably 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 January 24, 2006 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on February 7, 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 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 the Representative and the Selling Unitholders.

Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or 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 or the Selling Unitholders, as the case may be.  Payment for the Firm 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 Selling Unitholders.

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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 Unitholders, respectively, to the several Underwriters, or otherwise in connection with the performance of the Company’s or such Selling Unitholder’s respective obligations hereunder.

5.Covenants and Agreements.

5.1Of 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 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 5.1(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 the 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 applicable 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

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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 the Representative and counsel for the Underwriters and obtain your consent prior to filing any of those with the Commission, which consent shall not be unreasonably withheld or delayed.

(e)The Company will not make any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without your prior consent, which consent shall not be unreasonably withheld or delayed.

(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 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 (if required to be filed pursuant to the Act) 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 Section 5.1(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

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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 5.1(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)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 the Representative and the other Underwriters, other than defaulting Underwriters, for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by the Representative or the other Underwriters) reasonably incurred by the Representative or the other Underwriters in connection herewith.

(j)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.

(k)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) (collectively, a “Disposition”) 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 6.1(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

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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 is to be settled by delivery of Trust Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Trust Securities or (iv) 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 (x) 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 (y) 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 this Section 5.1(k) 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.

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

(m)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 in violation of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), the Act or other applicable law.

(n)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.

(o)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.

(p)Not more than five days following the Closing Date, the Company will file the Conveyance and that certain Second Amendment to the Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement to be granted by the Company, as mortgagor, in favor of Bank of America, N.A., as agent, in the counties in Kansas and Colorado covering the leases covered by the Conveyance.  The Company will provide to the Underwriters evidence of such filings reasonably satisfactory to counsel for the Underwriters as promptly as practicable following the time of such filings, and in any event not more than fifteen business days following the Closing Date.

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(q)Not more than five days following the Closing Date, the Company will file (i) a UCC-1 financing statement in Topeka, Kansas giving notice of the security interest created by the Conveyance, that certain Assignment of Hedge Proceeds to be entered into between the Company and the Trustee and that certain Pledge and Security Agreement to be entered into among the Company, the Selling Unitholders and Bank of America, N.A., as administrative agent, and (ii) a UCC-1 financing statement in Denver, Colorado giving notice of the security interest created by the Conveyance.  The Company will provide to the Underwriters evidence of such filings reasonably satisfactory to counsel for the Underwriters as promptly as practicable following the time of such filings, and in any event not more than five business days following the Closing Date.

5.2Of the Trust.  The Bank of New York Trust Company, N.A. (as successor to JP Morgan Chase Bank, N.A.), as trustee of the Trust (the “Trustee”), on behalf of the Trust, covenants and agrees with the several Underwriters as follows:

(a)The Trustee will cause the Trust to 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 Trust 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 Trustee shall so advise you promptly in writing.  The Trustee will use its reasonable 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 use its reasonable best efforts to cause the Trust to comply with such Blue Sky laws and to continue such qualifications, registrations and exemptions in effect for a period of five years after the date hereof.

(b)The Trustee will cause the Trust to timely file with the New York Stock Exchange (the “NYSE”) all documents and notices required by the NYSE of trusts that have or will issue securities that are traded on the NYSE.

(c)The Trustee will cause the Trust to engage and maintain, at its expense, a transfer agent and, if necessary under the jurisdiction of its organization 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.

(d)The Trustee will 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

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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.

(e)The Trustee will 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.

(f)During the period ending three years from the date hereof, the Trustee will 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.  For purposes of this Section 5.2(f), the Trust shall be deemed to have furnished the required information if such document has been filed on EDGAR.

5.3Of Each Selling Unitholder. Each Selling Unitholder covenants and agrees, severally and not jointly, with the several Underwriters as follows:

(a)During the Lock-Up Period, not to, directly or indirectly, (i) make any Disposition of any 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 any Trust Units, whether any such transaction is to be settled by delivery of Trust Units or other securities, in cash or otherwise, (iii) exercise or seek to exercise or effectuate in any manner any rights of any nature that such Selling Unitholder has or may have hereafter to require the Trust to register under the Act such Selling Unitholder’s sale, transfer or other disposition of any of the Trust Units or other Trust Securities held by such Selling Unitholder, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Trust under the Act, including under the Registration Statement, during the Lock-Up Period or (iv) 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 (x) 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 (y) 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 this Section 5.3(a) shall continue to apply until the expiration of the 18-day period beginning on the 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.  Notwithstanding the foregoing, the restrictions contained in this Section 5.3(a) shall not apply to the Additional Units being offered in the Prospectus.  In addition, this Section 5.3(a) shall not restrict or prohibit the undersigned from pledging or otherwise granting a security interest with respect to any Trust Securities held by the

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undersigned pursuant to that certain Credit Agreement, dated of even date herewith, among the Company, MV Energy, LLC, VAP-I, LLC and Bank of America, N.A.

(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 Additional Closing Date if any statements to be made on behalf of such Selling Unitholder in the certificate contemplated by Section 9 hereof would be inaccurate if made as of the Additional Closing Date.

(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.

(e)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.

6.Representations and Warranties.

6.1Of 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)Neither the Company nor the Trust was at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company, the Trust or any other 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 Closing Date and the Additional Closing Date, as the case may be, an “ineligible issuer” (as defined in Rule 405).

(b)The Registration Statement conformed on the Effective Date and will conform on each of the Closing Date and the Additional Closing Date, as the case may be, 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 Preliminary Prospectus conformed, when filed, and the Prospectus will conform, when filed, with the Commission pursuant to Rule 424(b) and on the Closing Date and the Additional Closing Date, as the case may be, to the requirements of the Act.

(c)The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or

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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, as of its date and on the Closing Date or the Additional Closing Date, as the case may be, 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, all considered together, did not, as of the Time of Sale, 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, 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 provided that no representation or warranty is made as to information contained in or omitted from an Issuer Free Writing 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.

(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.

(h)The Company is a limited liability company duly organized and validly existing as a limited liability company in good standing under the laws of the State of Kansas with full 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

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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 (a “Material Adverse Effect”).  As of the date hereof, the Company does not, and as of the Closing Date and the Additional Closing Date, if any, the Company will not, have any subsidiaries (it being acknowledged and agreed that for purposes of this Agreement, the Trust shall not be considered to be a subsidiary of the Company).

(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 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 knowledge of the Company, threatened, against the Company or to which the Company or any of its 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 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 the Company, threatened against or involving the Company, which might individually or in the aggregate prevent or materially adversely affect the transactions contemplated by this Agreement or would have a material adverse effect on the Net Profits Interest (as defined in the Conveyance) or result in a Material Adverse Effect, nor to the Company’s knowledge, is there any reasonable 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 is a party have been duly authorized, executed and delivered by the Company, constitute valid and binding agreements of the Company and are enforceable against the Company 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.  The Company has not 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)The Company is not (i) in violation of (A) its organizational documents or agreements, (B) any law, ordinance, administrative or governmental rule or regulation applicable to the Company, 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 (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

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agreement, indenture, lease or other instrument (each of (A) and (B), an “Existing Instrument”) to which the Company is a party or by which any of its 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 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 trust agreement (the “Organizational Trust Agreement”) by and among the Company, the Trustee, and Wilmington Trust Company, as Delaware trustee of the Trust (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, has been duly authorized and will be duly executed and delivered by the Company as of the Closing Date; 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 Conveyance of Net Profits Interest (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 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 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 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 Net Profits Interest conform in all material respects to the descriptions thereof in the Prospectus; the Net Profits Interest described in the Prospectus is described in the Conveyance in a manner sufficient to identify the interests conveyed under the laws of the State of Kansas; and on 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 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.

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(n)The Trust Units have been duly authorized for issuance 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 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)On the Closing Date, the Company 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 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 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 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 (i) the formation of the Trust by the execution and delivery of the Organizational Trust Agreement, (ii) the transfer of the 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 (A) 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 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), (B) 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 is a party or by which any of its properties may be bound, (C) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to the Company or any of its properties or (D) 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 pursuant to, or

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requires the consent of any other party to, any Existing Instrument, except as disclosed in the Prospectus and except for such consents, approvals, authorizations, orders, registrations, filings, 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.

(r)Except as described in the Time of Sale Information and the Prospectus, the Company has outstanding and at the Closing Date and the Additional Closing Date, as the case may be, will have outstanding no options to purchase, or warrants to subscribe for, or securities or obligations convertible into, or contracts or commitments to issue or sell, any Trust Units or any such warrants, 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 in all material respects 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 in all material respects 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 in all material respects 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

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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), since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, (i) the Company has not 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) the Company has not 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 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, 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 the Selling Unitholders, 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)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 Exchange Act, 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 in violation of the Exchange Act, the Act or other applicable law.

(z)The Company has 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 in all material respects, and the Company is not in default in the payment of any taxes that were payable pursuant to said returns or any assessments with respect thereto other than taxes being challenged

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in good faith by the Company.  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, in each case other than deficiencies as would not have a Material Adverse Effect.  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, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, 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 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 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 Net Profits Interest or the use made and proposed to be made of such property by the Company.  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

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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 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 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 Net Profits Interest and all future liens or encumbrances on the Subject Interests shall be subordinate and inferior to the 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)The Company 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; the Company 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.

(gg)The Company maintains 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 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.

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(hh)Neither the Company nor, to the Company’s knowledge, any employee or agent of the Company, acting in such capacity, 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 applicable 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 (i) is 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) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is 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.  The Company has not been named as a “potentially responsible party” under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended.  The Company does not own, lease or occupy any property that appears on any publicly available list of hazardous sites compiled by any state or local governmental agency.

(jj)The Company 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 conducts 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 with respect to any Intellectual Property and the Company has 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.  The Company has not 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)No officer or member of the Company has a direct or indirect affiliation or association with any member of the NASD.

(ll)The Company is 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 the Company has no 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.

(mm)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

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Company, 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.

(nn)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 constitutes 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.

(oo)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.

(pp)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.

(qq)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.

(rr)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.

6.2Of 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 Additional Closing Date that:

(a)On the Additional Closing Date, such Selling Unitholder will be the lawful owner of the Additional Units to be sold by such Selling Unitholder pursuant to this Agreement and 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 power and authority to sell, assign, transfer and deliver such Additional Units hereunder; and, upon the delivery of such Additional Units and payment therefor pursuant

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hereto, good and valid title to such Additional 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 Additional Closing Date, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into this Agreement.

(c)This Agreement 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.

(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 compliance by such Selling Unitholder with all the provisions hereof nor the consummation by such Selling Unitholder of the transactions contemplated hereby (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, 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, except where such failure to obtain consents, approvals, authorizations or orders, or to make such registrations or filings, or such conflicts, breaches, defaults or violations, individually or in the aggregate, would not have a material adverse effect on the ability of such Selling Unitholder to consummate the transactions contemplated by this Agreement or convey good title to the Additional Units to be sold by it.

(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)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 Additional Units in violation of the Exchange Act, the Act or other applicable law.

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(g)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.

(h)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 Trust Units registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement.

(i)Such Selling Unitholder is not prompted to sell any Additional 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 agrees 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 5.2(a), 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; (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; and (xi) a structuring fee equal to $750,000 to Raymond James & Associates, Inc. for advisory services in connection with the evaluation, analysis and structuring of the Trust (plus an additional .5% of the aggregate public offering price of any Additional Units).  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(i) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5.1(i).

8.Indemnification and Contribution.  Subject to the limitations in this paragraph, the Company agrees to indemnify and hold harmless you and each other Underwriter, the directors,

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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 Preliminary Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus, in the 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 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 applicable 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, 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 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 Preliminary Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus, in the 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 applicable law; provided, however, that with respect to any

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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 any Selling Unitholder may otherwise have.

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 against the Company or 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)).  It is understood that the indemnifying party shall not, in respect of the legal expenses of the Underwriters and controlling persons in connection with any proceeding or related proceedings in the same jurisdiction, be liable for fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all controlling persons.  In the case of any such separate firm for the Underwriters and such controlling persons, such firm shall be designated in writing by the Representative.  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.

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Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Selling Unitholders, their respective directors, officers, managers or members who sign the Registration Statement and any person who controls the Company or the Selling Unitholders 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, officers, managers or members 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 Unitholders by the immediately preceding 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, officers, managers or members and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding and following paragraph.

In any event, the Company or the Selling Unitholders will not, without the prior written consent of the Representative, settle, 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, as the case may be, bear to the total underwriting discounts and commissions received by the

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Underwriters, in each case as set forth in the table on the cover page of the Prospectus (and the relative and several benefits received by the Selling Unitholders shall be deemed to be $0); 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 second table in the section of the Prospectus entitled “Underwriting.”  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 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 12 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, officers, managers or members 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, officers, managers or members or any person controlling the Company or

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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 4:00 p.m., 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.

(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) except as set forth or contemplated by the Time of Sale Information and the Prospectus, there shall not have been any change in the Trust Units or any material change in the indebtedness (other than in the ordinary course of business) of the Company, (ii) except as set forth or contemplated by the Time of Sale Information and the Prospectus, no material oral or written agreement or other transaction shall have been entered into by the Company or the Trust 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 Trust, (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

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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 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 Dorsey & Whitney (Delaware) LLP, special Delaware counsel to the Trust, substantially to the effect that:

(i)The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq. (the “DST Act”).  The Trust has the statutory trust power and authority under the DST Act and the Trust Agreement to own property and conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto), and to execute and deliver the Trust Units and perform its obligations thereunder.  The Trust Units have been duly authorized for issuance by the Trust Agreement and, upon (a) receipt of the consideration for the Trust Units by the Trust and (b) the entry of a notation in an ownership ledger maintained by the Trustee for the purpose of evidencing the ownership of the Trust Units pursuant to Section 4.01 of the Trust Agreement, all as described in the Registration Statement, the Trust Units issued to the Company will constitute valid, fully paid and non-assessable beneficial interests in the assets of the Trust, entitled to the benefits of the Trust Agreement.

(ii)No consent, approval, authorization or other order of, or registration or filing with (each, a “Consent”), any Delaware court or Delaware governmental authority or agency is required on the part of the Trust under Delaware law for the valid issuance of the Units to the Company or the execution, delivery and performance of this Agreement.

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.

(e)You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of Foulston Siefkin LLP, Kansas counsel to the Company, substantially to the effect that:

(i)The Company has all requisite limited liability company 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.

(ii)The Selling Unitholders have all requisite limited liability company 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.  This Agreement 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.

(iii)The Company is a limited liability company validly existing in good standing under the laws of the State of Kansas, with full limited liability company power and authority to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto).  The Trust is duly qualified to conduct its business as a foreign statutory trust and is in good standing in the State of Kansas.

(iv)To the knowledge of such counsel after reasonable inquiry, the Company is not in violation of its certificate or articles of organization 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.

(v)None of (i) the offer, sale or delivery of the Firm Units by the Company, (ii) the execution, delivery or performance by the Company of this Agreement, the Organizational Trust Agreement, the Trust Agreement or the Administrative Services Agreement or (iii) the consummation by the Company of the transactions contemplated hereby (A) conflicts or will conflict with the articles of organization or operating agreement the Company, (B) constitutes or will constitute a breach of, or a default under, 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 (C) violates or will result in any violation of the laws of the State of Kansas, except in the case of clauses (B) and (C) for any breach, default or violation that would not reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of this Section 9(e)(v), such counsel need not express any opinion with respect to federal or state securities laws or other antifraud laws.

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(vi)None of (i) the offer, sale or delivery of the Additional Units by the Selling Unitholders, (ii) the execution, delivery or performance by the Selling Unitholders of this Agreement or (iii) the consummation by the Selling Unitholders of the transactions contemplated hereby (A) conflicts or will conflict with the articles of organization or operating agreement of the Selling Unitholders, (B) constitutes or will constitute a breach of or a default under any material agreement, indenture, lease or other instrument to which such Selling Unitholders are parties or by which any of their properties is bound (as identified by the Selling Unitholders to such counsel and listed in an exhibit to such opinion) or (C) violates or will result in any violation of the laws of the State of Kansas, except in the case of clauses (B) and (C) for any breach, default or violation that would not reasonably be expected to have a material adverse effect on the Selling Unitholders; provided, however, that for purposes of this Section 9(e)(vi), such counsel need not express any opinion with respect to federal or state securities laws or other antifraud laws.

(vii)The Conveyance has been duly authorized and when duly executed by the proper officers, managers or members 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 the State of Kansas to transfer title to the Net Profits Interest to the Trust and complies with the laws of the State of Kansas relating to recording, filing and registration laws and regulations; the recording of the Conveyance in the appropriate real property records in each county in the State of Kansas where the Subject Interests are located is sufficient to provide the Trust the protections afforded under the recordation laws of the State of Kansas against purchasers or creditors of the Company 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 Net Profits Interest and the Conveyance and the related Net Profits Interest should not constitute executory contracts as such term is used in the federal bankruptcy code.

(viii)The Trustee is not required to qualify to transact business or appoint an agent for service of process in the State of Kansas solely as a result of the activities of 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 State of Kansas.

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

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(x)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 State of Kansas.

(xi)No consent, approval, authorization or filing is required under any law, rule or regulation of the State of Kansas (A) to permit the Trustee to act as trustee with respect to the Net Profits Interest or (B) in connection with the execution and delivery of the Conveyance, or is necessary to ensure the validity, legality or enforceability of the Conveyance.

(xii)The statements (A) in the Time of Sale Information and the Prospectus under the subcaptions “Net Profits Interest” and “Additional Provisions,” each of which are located under the caption “Computation of Net Proceeds” and (B) in Item 14 of the Registration Statement, in each case insofar as such statements constitute a description of Company contracts, the Company’s articles of organization and operating agreement or legal proceedings or refer to statements of Kansas law or legal conclusions, have been reviewed by such counsel and are accurate descriptions in all material respects of the legal matters described therein.

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.

(f)You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of Davis, Graham & Stubbs LLP, Colorado counsel to the Company, substantially to the effect that:

(i)The form of the Conveyance to be filed is adequate and sufficient under the laws of the State of Colorado to transfer title to the Net Profits Interest to the Trust and complies with the laws of the State of Colorado relating to recording, filing and registration laws and regulations; if the Net Profits Interest is treated as a real property interest under the laws of the State of Colorado, then the recording of the Conveyance in the appropriate real property records in each county in the State of Colorado where the Subject Interests are located is sufficient to provide the Trust the protections afforded under the recordation laws of the State of Colorado against purchasers or creditors of the Company 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 Net Profits Interest and the Conveyance and the related Net Profits Interest should not constitute executory contracts as such term is used in the federal bankruptcy code; the Company is not required to make any recordings or filings of the Conveyance under the laws of the State of Colorado other than those recordings or filings described in the immediately preceding clause.

(ii)Neither the Trust nor the Trustee is required to qualify to transact business or appoint an agent for service of process in the State of Colorado as a result of

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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 State of Colorado.

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

(iv)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 State of Colorado.

(v)No consent, approval, authorization or filing is required under any law, rule or regulation of the State of Colorado (A) to permit the Trustee to act as trustee with respect to the Net Profits Interest or (B) in connection with the execution and delivery of the Conveyance, or is necessary to ensure the validity, legality or enforceability of the Conveyance.

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.

(g)You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of Vinson & Elkins L.L.P., counsel to the Company, substantially to the effect that:

(i)No Consent of any Texas or federal court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Company or any of its properties is required on the part of the Company for the valid sale of the Firm 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, except for such Consents (i) as required under the Act or the Exchange Act and the rules and regulations thereunder and state securities or “Blue Sky” laws or under the rules and regulations of the NASD, as to which such counsel need not express an opinion, (ii) which have been, or prior to the Closing Date will be, obtained, and (iii) which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect.

(ii)No Consent of any Texas or federal court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Selling Unitholders or any of their respective properties is required on the part of the Selling Unitholders for the valid sale of the Additional Units to the Underwriters under this Agreement, the execution, delivery and performance of this Agreement, or the

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consummation of the transactions contemplated hereby, except for such Consents (i) as required under the Act or the Exchange Act and the rules and regulations thereunder and state securities or “Blue Sky” laws or under the rules and regulations of the NASD, as to which such counsel need not express an opinion, (ii) which have been, or prior to the Closing Date will be, obtained, and (iii) which, if not obtained, would not, individually or in the aggregate, have a material adverse effect on the Selling Unitholders.

(iii)None of (i) the offer, sale or delivery of the Firm Units by the Company, (ii) the execution, delivery or performance by the Company of this Agreement, the Organizational Trust Agreement, the Trust Agreement or the Administrative Services Agreement, or (iii) the consummation by the Company of the transactions contemplated hereby, (A) constitutes or will constitute a breach of, or a default under, 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) violates or will result in any violation of the laws of the State of Texas or federal law, except in all cases for any breach, default or violation that would not reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of this Section 9(g)(iii), such counsel need not express any opinion with respect to federal or state securities laws or other antifraud laws.

(iv)None of (i) the offer, sale or delivery of the Additional Units by the Selling Unitholders, (ii) the execution, delivery or performance by the Selling Unitholders of this Agreement, or (iii) the consummation by the Selling Unitholders of the transactions contemplated hereby, (A) constitutes or will constitute a breach of, or a default under, any material agreement, indenture, lease or other instrument to which the Selling Unitholders are a party or by which any of their respective properties is bound (as identified by the Selling Unitholders to such counsel and listed in an exhibit to such opinion), or (B) violates or will result in any violation of the laws of the State of Texas or federal law, except in all cases for any breach, default or violation that would not reasonably be expected to have a material adverse effect on the Selling Unitholders; provided, however, that for purposes of this Section 9(g)(iv), such counsel need not express any opinion with respect to federal or state securities laws or other antifraud laws.

(v)To such counsel’s knowledge, there is no agreement, contract, indenture, lease or other instrument to which the Company or the Trust is a party that is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described or filed as required by the Securities Act.

(vi)The Registration Statement has been declared effective by the Commission under the Act.  To the 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 threatened by the Commission.  Any required filing of the Prospectus and any supplement thereto pursuant

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to Rule 424(b) under the Act has been made in the manner and within the time period required by such Rule 424(b).

(vii)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 (except for the financial statements and notes and the schedules thereto and the auditor’s report thereon, the oil and gas reserve data and the other financial, statistical and accounting data included therein or in exhibits to or excluded from the Registration Statement, as to which such counsel need not express any opinion) each appear on its face to comply as to form in all material respects with the requirements of the Act.

(viii)The Company is not an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

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

(x)The statements (A) in the Time of Sale Information and the Prospectus under the captions “The Trust,” “Computation of Net Proceeds,” “Description of the Trust Agreement,” “Description of the Trust Units,” “Federal Income Tax Considerations,” “State Tax Considerations” and “ERISA Considerations” and (B) in Item 15 of the Registration Statement, insofar as such statements constitute a description of contracts or legal proceedings or refer to statements of law or legal conclusions, have been reviewed by such counsel and are accurate descriptions in all material respects of the legal matters described therein.

(xi)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.

(xii)Upon the registration by American Stock Transfer & Trust Company (acting as transfer agent for the Trust) (the “Transfer Agent”) of the Firm Units in the name of Cede & Co. (as nominee for DTC) as the owner of such Firm Units, the crediting by DTC (acting in its capacity as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the Uniform Commercial Code of the State of New York (the “NYUCC”)) by means of book entry of the Firm Units to the securities accounts (within the meaning of Section 8-501(a) of the NYUCC) of the Underwriters maintained with DTC (the “Securities Accounts”), and the payment of the purchase price for the Firm Units pursuant to this Agreement, and assuming that neither DTC nor any Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the NYUCC), each of the Underwriters will acquire a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the NYUCC) to the Firm Units so credited to such Underwriter’s Securities Account, free of any “adverse claim” (within the meaning of Section 8-105 of the NYUCC) to the securities underlying such security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory.

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(xiii)Upon the registration by the Transfer Agent of the Additional Units in the name of Cede & Co. (as nominee for DTC) as the owner of such Additional Units, the crediting by DTC (acting in its capacity as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the NYUCC) by means of book entry of the Additional Units to the Securities Accounts, and the payment of the purchase price for the Additional Units pursuant to this Agreement, and assuming that neither DTC nor any Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the NYUCC), each of the Underwriters will acquire a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the NYUCC) to the Additional Units so credited to such Underwriter’s Securities Account, free of any “adverse claim” (within the meaning of Section 8-105 of the NYUCC) to the securities underlying such security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory.

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 such counsel has participated in conferences with officers and other representatives of the Company and the Selling Unitholders, with representatives of the independent accountants of the Company, and with representatives of and counsel for the Underwriters, at which the contents of the Registration Statement and the Prospectus were discussed, and although such counsel did not independently verify such information, and is not passing upon and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus (except to the extent set forth in paragraph (x) above), on the basis of the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that (i) the Registration Statement (except for the financial statements and schedules, the notes thereto and the auditors’ reports thereon, the oil and gas reserve data, the other financial, statistical and accounting data included therein or omitted therefrom and the exhibits thereto, as to which such counsel has not been asked to comment), as of the Effective Date, 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, (ii) the Time of Sale Information (except for the financial statements and schedules, the notes thereto and the auditors’ reports thereon, the oil and gas reserve data, the other financial, statistical and accounting data included therein or omitted therefrom and the exhibits thereto, as to which such counsel has not been asked to comment), as of the Time of Sale, 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, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus (except for the financial statements and schedules, the notes thereto and the auditors’ reports thereon, the oil and gas reserve data, the other financial, statistical and accounting data included therein or omitted therefrom and the exhibits thereto, as to which such counsel has not been asked to comment), as of its issue date and as of the Closing Date or the Additional Closing Date, as the case may be, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary

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to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(h)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.

(i)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 and the Delaware Trustee, 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

(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; and holders of the Trust Units are entitled to the benefits of the Trust Agreement.

(j)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.

(k)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

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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 managing member of the Company to the effect set forth in this Section 9(k) and in Sections 9(c) and 9(l) hereof (to the extent that Section 9(l) relates to the Company).

(l)Neither the Company nor the Trust shall 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.

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

(n)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.

(o)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.

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 (c), (d), (e) and (f) shall be revised to reflect the sale of Additional Units.  The Underwriters acknowledge and agree that the opinions set forth in Sections 9(d)(i), 9(d)(v), 9(e)(i) and 9(e)(iii) shall be required to be delivered only on the Closing Date and, unless the Additional Closing Date is the same as the Closing Date, not on the Additional Closing Date and that the opinions set forth in Sections 9(d)(ii), 9(d)(vi), 9(e)(ii)

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and 9(e)(iv) shall be required to be delivered only on the Additional Closing Date and, unless the Closing Date is the same as the Additional Closing Date, not on the Closing Date.  In addition, the several obligations of the Underwriters to purchase Additional Units hereunder are subject to the receipt of a certificate dated the Additional Closing Date from each Selling Unitholder to the effect that, as of the Additional Closing Date: (i) the representations and warranties made by such Selling Unitholders herein are true and correct in all material respect and (ii) such Selling Unitholder has complied with all obligations and satisfied all conditions that are required to be performed or satisfied on its part at or prior to the Additional Closing Date.

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 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.Use of Free Writing Prospectus.  Each Underwriter severally covenants with the Company that it has not made and will not make any offer relating to the Units that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission without the consent of the Company, not to be unreasonably withheld, other than any such offer included in an Issuer Free Writing Prospectus.  The Company covenants with the Underwriters that it has not made and will not make any offer relating to the Units that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission without the consent of the Representative, not to be unreasonably withheld, other than any such offer included in an Issuer Free Writing Prospectus included in the Time of Sale Information.

12.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, the Company or any Selling Unitholder.  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

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Registration Statement and the Prospectus or any other documents or arrangements may be effected.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

13.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.

14.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 (iii) the eleventh through sixteenth paragraphs, the eighteenth paragraph and the twenty-first paragraph, 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 6.1(c), 6.1(d), 6.1(e) and 6.1(f) and 8 hereof.

15.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

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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

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

(iii)to the Selling Unitholders

MV Energy, 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

(iv)to the Underwriters

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

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.

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

16.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, except to the extent set out in clause (xi) of Section 7 hereof, 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 Units 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 Selling Unitholders 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 (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.

17.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.

41

The Company, the Selling Unitholders 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.

42

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:	/s/ David L. Murfin
	Name:	David L. Murfin
	Title:	Chairman and Chief Executive
		Officer
MV OIL TRUST
By:	The Bank of New York Trust Company, N.A.,
	Trustee
By:	/s/ Mike J. Ulrich
	Name:	Mike J. Ulrich
	Title:	Vice President
MV ENERGY, LLC
By:	Murfin, Inc.,
	Member
By:	/s/ David L. Murfin
	Name:	David L. Murfin
	Title:	Chairman and Chief Executive
		Officer

43

VAP-I, 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

44

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:	/s/ Jarod W. Jones
	Authorized Representative

45

SCHEDULE I

Name	Number Firm Units
Raymond James & Associates, Inc.	4,125,000
A.G. Edwards & Sons, Inc.	1,500,000
RBC Capital Markets Corporation	1,125,000
Oppenheimer & Co. Inc.	750,000
Total:	7,500,000

I-1

SCHEDULE II

Schedule of Selling Unitholders

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

II-1

SCHEDULE III

Free Writing Prospectuses

None.

III-1

SCHEDULE IV

Information Included in “Time of Sale Information”

Title of securities:	Trust Units
Symbol:	MVO
Total number of units offered:	7,500,000 Trust Units (excluding option to purchase an additional 1,125,000 Trust Units)
Public offering price:	$20.00 per Trust Unit
Underwriting discounts and commissions (excluding a structuring fee of $750,000 payable to Raymond James & Associates, Inc.):	$1.30 per Trust Unit
Total proceeds to MV Partners, LLC, after discounts but before expenses (excluding a structuring fee of $750,000 payable to Raymond James & Associates, Inc.):	$140,250,000
Settlement and delivery date:	January 24, 2007
Annual rate of the comparable yield of a debt instrument held by the Trust, compounded semi-annually:	9%

IV-1

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

TRUST AGREEMENT

OF

MV OIL TRUST

Among

MV PARTNERS, LLC

and

THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION

and

WILMINGTON TRUST COMPANY

Dated:  As of January 24, 2007

TABLE OF CONTENTS

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ARTICLE I
DEFINITIONS
ARTICLE II
NAME AND PURPOSE OF THE TRUST; DECLARATION OF TRUST
Section 2.01	Name; Certificate of Trust	5
Section 2.02	Purpose	6
Section 2.03	Transfer of Trust Property to the Trust	6
Section 2.04	Creation of the Trust	7
Section 2.05	Principal Offices and Delaware Trustee	7
ARTICLE III
ADMINISTRATION OF THE TRUST AND POWERS OF THE TRUSTEE AND THE DELAWARE TRUSTEE
Section 3.01	General Authority	7
Section 3.02	Limited Power of Disposition	8
Section 3.03	No Power to Engage in Business or Make Investments	10
Section 3.04	Interest on Cash Reserves	10
Section 3.05	Power to Settle Claims	11
Section 3.06	Power to Contract for Services	11
Section 3.07	Payment of Liabilities of Trust	11
Section 3.08	Income and Principal	12
Section 3.09	Term of Contracts	12
Section 3.10	Transactions With Entity Serv ing as the Trustee or the Delaware Trustee	12
Section 3.11	No Security Required	13
Section 3.12	Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses	13
Section 3.13	Reserve Report	14
Section 3.14	No Liability for Recordation	14
ARTICLE IV
TRUST UNITS AND UNCERTIFICATED BENEFICIAL INTEREST
Section 4.01	Creation and Distribution	14
S ection 4.02	Rights of Trust Unitholders; Limitation on Personal Liability of Trust Unitholders	15
Section 4.03	Effect of Transfer	15
Section 4.04	Determination of Ownership	16
ARTICLE V
ACCOUNTING AND DISTRIBUTIONS; REPORTS
Section 5.01	Fiscal Year and Accounting Method	16
Section 5.0 2	Quarterly Distributions	16
Section 5.03	Reports to Trust Unitholders and Others	16

Call and Notice of Meetings

Section 5.04	Federal Income Tax Provisions	17
ARTICLE VI
LIABILITY OF DELAWARE TRUSTEE AND TRUSTEE AND METHOD OF SUCCESSION
Section 6.01	Liability of Delaware Trustee, Trustee and Agents.	17
Section 6.02	Indemnification of Trustee or Delaware Trustee.	18
Section 6.03	Resignation of Delaware Trustee and Trustee	20
Section 6.04	Removal of Delaware Trustee and Trustee	20
Section 6.05	Appointment of Successor Delaware Trustee or Trustee	21
Section 6.06	Laws of Other Jurisdictions	22
Section 6.07	Reliance on Experts	22
Section 6.08	Force Majeure	23
Section 6.09	Failure of Action by MV Partners	23
Section 6.10	Action Upon Instructions	23
Section 6.11	Management of Trust Estate	23
Section 6.12	Validity	23
Section 6.13	Rights and Powers; Litigation	24
Section 6.14	No Duty to Act Under Certain Circumstances	24
ARTICLE VII
COMPENSATION OF THE TRUSTEE AND THE DELAWARE TRUSTEE
Section 7.01	Compensation of Trustee and Delaware Trustee	24
Section 7.02	Reimbursement of MV Partners	25
Section 7.03	Source of Funds	25
Section 7.04	Ownership of Units by MV Partners, the Delaware Trustee and the Trustee	25
ARTICLE VIII
MEETINGS OF TRUST UNITHOLDERS
Section 8.01	Purpose of Meetings	25
Section 8.02	25
Section 8.03	Method of Voting and Vote Required	26
Section 8.04	Conduct of Meetings	26
ARTICLE IX
DURATION, REVOCATION AND TERMINATION OF TRUST
Section 9.01	Revocation	26
Section 9.02	Termination	26
Section 9.03	Disposition and Distribution of Assets and Properties	27
Section 9.04	Reorganization or Business Combination	27
ARTICLE X
AMENDMENTS
Section 10.01	Prohibited Amendments	28
Section 10.02	Permitted Amendments	28

ARTICLE XI
ARBITRATION
ARTICLE XII
MISCELLANEOUS
Section 12.01	Inspection of Books	32
Section 12.02	Disability of a Trust Unitholder	32
Section 12.0 3	Merger or Consolidation of Delaware Trustee or Trustee	32
Section 12.04	Change in Trust Name	32
Section 12.05	Filing of this Agreement	32
Section 12.06	Choice of Law	33
Section 12.07	Separability	33
Section 12.08	Notices	33
Section 12.09	Counterparts	35

Schedule A —Fee Schedule of Delaware Trustee

AMENDED AND RESTATED

TRUST AGREEMENT

OF

MV OIL TRUST

This Amended and Restated Trust Agreement of MV Oil Trust, a Delaware statutory trust created pursuant to the Organizational Trust Agreement (hereinafter defined) and continued and administered under the terms of this Agreement (hereinafter defined) (the “Trust”), is entered into effective as of the 24th day of January, 2007, by and among MV PARTNERS, LLC, a Kansas limited liability company with its principal office in Wichita, Kansas (together with its wholly owned subsidiaries and its successors and assigns, “MV Partners”), as trustor, and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware and its successors and assigns (“Wilmington Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, a national association organized under the laws of the State of New York with its principal place of business in New York, New York and its successors and assigns (as successor to JPMorgan Chase Bank, N.A.) (the “Bank”), as Trustee (as hereinafter defined).

W I T N E S S E T H:

WHEREAS, 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;

WHEREAS, MV Partners has determined to convey to the Trust the Net Profits Interest (hereinafter defined) pursuant to the Conveyance (hereinafter defined) and the Hedge Agreements Assignment (hereinafter defined) in exchange for 11,500,000 Trust Units (hereinafter defined); and

WHEREAS, MV Partners, Wilmington Trust and the Bank have previously formed the Trust pursuant to the Organizational Trust Agreement in accordance with the provisions of the Trust Act (hereinafter defined) and, in connection therewith, MV Partners has previously delivered to the Bank, on behalf of the Trust, good and valuable consideration, which the Bank has accepted, to have and to hold, in trust, such property and all other properties that may hereafter be received hereunder, for the purposes and subject to the terms and conditions hereinafter provided; and

NOW, THEREFORE, MV Partners, Wilmington Trust and the Bank hereby amend and restate the Organizational Trust Agreement in its entirety.

ARTICLE I
DEFINITIONS

As used herein, the following terms have the meanings indicated:

“Administrative Services Agreement” means the Administrative Services Agreement dated January 24, 2007 entered into between MV Partners and the Trustee, on behalf of the Trust.

“Affiliate” means, for any specified Person, another Person that controls, is controlled by, or is under common control with, the specified Person.  “Control,” in the preceding sentence, refers to the possession by one Person, directly or indirectly, of the right or power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” means this Amended and Restated Trust Agreement of MV Oil Trust, as it may be further amended, supplemented or restated from time to time.

“Beneficial Interest” means the aggregate beneficial interest of all Trust Unitholders in the Trust Estate, including without limitation the proceeds from the conversion of the Net Profits Interest to cash, and in the right to cash resulting from such conversion of the Net Profits Interest, which beneficial interest is expressed in Trust Units.  A Trust Unitholder’s beneficial interest in the Trust is personal property notwithstanding the nature of the property of the Trust.

“Business Day” means any day that is not a Saturday, Sunday, a holiday determined by the New York Stock Exchange, Inc. as “affecting ‘ex’ dates” or any other day on which national banking institutions in New York, New York or Wilmington, Delaware are closed as authorized or required by law.

“Closing” means the closing of the initial public offering of Trust Units contemplated by the Securities Act Registration Statement.

“Commission” means the Securities and Exchange Commission.

“Conveyance” means the Conveyance of Net Profits Interest, dated as of January 24, 2007, from MV Partners, as grantor, to the Trust, as grantee, pursuant to which the Net Profits Interest is conveyed.

“Delaware Trustee” means the Entity serving as a trustee (other than as the Trustee) hereunder having its principal place of business in Delaware, not in its individual capacity but solely in its fiduciary capacity. Further, any benefit, indemnity, release or protection granted to the Delaware Trustee herein shall extend to and shall be fully applicable and effective with regard to any Entity serving as the Delaware Trustee, including, without limitation, Wilmington Trust.

“Entity” means a corporation, partnership, trust, estate or other entity, organization or association.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Act Registration Statement” means the registration statement on Form 8-A pursuant to which the Trust Units may be registered under Section 12 of the Exchange Act.

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“Fair Value” means, with respect to any portion of the Net Profits Interest to be released pursuant to Section 3.02(b) in connection with a sale of Underlying Properties, an amount of net 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 MV Partners 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, such net proceeds to be determined by deducting the Trust’s proportionate share of sales costs, commissions and brokerage fees, if any (based on the relative fair market value of the Underlying Properties being transferred without giving effect to either the portion of the Net Profits Interest being released or the fair market value of the portion of the Net Profits Interest being released).

“Hedge Agreements Assignment” means the assignment by MV Partners to the Trust of MV Partner’s right to receive payments pursuant to the Assignment of Hedge Proceeds dated January 24, 2007 between MV Partners and the Trust that assigns to the Trust certain rights to receive payments under the hedge agreements identified therein.

“Independent Reserve Engineers” means Cawley, Gillespie & Associates, Inc., independent petroleum engineers, or any successor petroleum engineering consultants employed by the Trust to provide information and reports with respect to the Net Profits Interest.

“Liquidation Date” means the later to occur of (1) June 30, 2026, or (2) the time when 14,393,950 barrels of oil equivalent have been produced from the Underlying Properties and sold.

 “Net Profits Interest” means the net profits interest to be conveyed to the Trust pursuant to the Conveyance.

“Organizational Trust Agreement” means the Trust Agreement of MV Oil Trust, entered into and effective as of August 3, 2006 by and among MV Partners, the Bank and Wilmington Trust.

“Person” means a natural person or an Entity.

“Quarterly Cash Distribution” means, for each Quarterly Period, an amount determined by the Trustee pursuant to Section 5.02 hereof to be equal to the excess, if any, of (a) the cash received by the Trust, attributable to the Net Profits Interest and the Hedge Agreements Assignment prior to such Quarterly Cash Distribution, plus any decrease prior to such Quarterly Cash Distribution in any cash reserve theretofore established by the Trustee for the payment of liabilities of the Trust, plus any other cash receipts of the Trust prior to such Quarterly Cash Distribution (including Sales Proceeds Amounts and any cash received from interest earned pursuant to Section 3.04), over (b) the liabilities of the Trust paid prior to such Quarterly Cash Distribution, plus the amount of any cash used prior to such Quarterly Cash Distribution by the Trustee to establish or increase a cash reserve established for the payment of any liabilities of the Trust.

“Quarterly Payment Date” means the date of a distribution, which shall be on or before the twenty-fifth day following the end of each Quarterly Period.

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“Quarterly Period” means, for the initial period, the period which commences on July 1, 2006 and continues through and includes December 31, 2006, and for succeeding periods the periods which commence on the first day of each calendar quarter and continues through and includes the last day of such calendar quarter.

“Quarterly Record Date” means, for each Quarterly Period, the close of business on the fifteenth day following the end of such Quarterly Period (or the Business Day next following such day if such day is not a Business Day) or such other date established by the Trustee in order to comply with applicable law or the rules of any securities exchange or quotation system on which the Trust Units may be listed or admitted to trading, in which event “Quarterly Record Date” means such other date.

“Record Date Trust Unitholders” has the meaning assigned to that term in Section 8.02 hereof.

“Registration Rights Agreement” means the Registration Rights Agreement dated January 24, 2007 entered into between MV Partners and the Trustee, on behalf of the Trust.

“Responsible Officer” means (a) with respect to the Delaware Trustee, any officer in the Corporate Trust Administration office of the Delaware Trustee having direct responsibility for the administration of this Agreement, and with respect to a particular corporate trust matter, any officer of the Delaware Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject, and (b) with respect to the Trustee, any officer in the Institutional Trust Services department of the Trustee having direct responsibility for the administration of this Agreement.

“Sales Proceeds Amount” means any cash paid to the Trust in consideration for any of the Net Profits Interest pursuant to Sections 3.02 and 9.03 hereof.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Act Registration Statement” means the Registration Statement on Form S-l (Registration No. 333-136609) as it has been or as it may be amended or supplemented from time to time, filed by the Trust and MV Partners with the Commission under the Securities Act to register the offering and sale of up to 8,625,000 Trust Units by MV Partners.

“Transaction Documents” means this Agreement, the Conveyance, the Registration Rights Agreement, the Administrative Services Agreement and the Hedge Agreements Assignment.

“Transferee” means, as to any Trust Unitholder or former Trust Unitholder, any Person succeeding to the interest of such Trust Unitholder or former Trust Unitholder in one or more Trust Units, whether as purchaser, donee, legatee or otherwise.

4

“Trust Act” means the Delaware Statutory Trust Act, Title 12, Chapter 38 of the Delaware Code, Sections 3801 et seq., as amended from time to time during the term of this Agreement.

“Trust Estate” means the assets held by the Trust under this Agreement, including both income and principal.

“Trust Unit” means an uncertificated, undivided pro rata fractional interest in the Beneficial Interest, determined as hereinafter provided.

“Trust Unitholder” means the owner of one or more Trust Units as reflected on the books of the Trustee pursuant to Section 4.01 or in the records of The Depository Trust Company.

“Trustee” means the Entity serving as a trustee (other than the Delaware Trustee) under this Agreement, in its fiduciary capacity. Further, any benefit, indemnity, release or protection granted to the Trustee herein shall extend to and shall be fully applicable and effective with regard to any Entity serving as Trustee, including, without limitation, the Bank. The term “principal office” of the Trustee shall mean the principal office of the Trustee at which at any particular time its institutional or corporate trust business may be administered.

“Trustee Conveyance” means a conveyance executed by the Trustee pursuant to Section 3.02 of this Agreement covering that portion of the Net Profits Interest to be conveyed pursuant to said Section and in such form as the Trustee is advised by counsel is sufficient to release or transfer the right, title and interest of the Trust therein and to provide for payment to the Trustee of all the net proceeds attributable thereto through the effective date of such Trustee Conveyance.

“Underlying Properties” means the Subject Interests subject to the Net Profits Interest, as “Subject Interests” is defined in the Conveyance.

ARTICLE II
NAME AND PURPOSE OF THE TRUST; DECLARATION OF TRUST

Section 2.01           Name; Certificate of Trust.  The Trust continued by this Agreement shall remain a Delaware statutory trust under the Trust Act. The Trust shall continue to be known as the MV Oil Trust, and the Trustee may transact the Trust’s affairs in that name. The continuation and operation of the Trust shall be in accordance with this Agreement, which shall constitute the “governing instrument” of the Trust within the meaning of Section 3801(f) of the Trust Act. In the event that a Responsible Officer of either the Delaware Trustee or the Trustee becomes aware that any statement contained or matter described in the Trust’s Certificate of Trust has changed, making it false in any material respect, it will notify the other trustee and the Delaware Trustee shall promptly file or cause to be filed in the office of the Secretary of State of Delaware an amendment of same at the written direction of the Trustee, duly executed in accordance with Section 3811 of the Trust Act, in order to effect such change thereto, such filing to be in accordance with Section 3810(b) of the Trust Act. Upon the completion of the dissolution and winding up of the Trust in accordance with Section 3808 of the Trust Act and Sections 9.02 and 9.03 hereof, the Delaware Trustee shall, at the written direction of the Trustee,

5

file or cause to be filed a certificate of cancellation of the Trust’s Certificate of Trust, duly executed in accordance with Section 3811 of the Trust Act.

Section 2.02Purpose. The purposes of the Trust are:

(a)           to protect and conserve, for the benefit of the Trust Unitholders, the Trust Estate;

(b)           to receive and hold the Net Profits Interest, the Hedge Agreements Assignment, the Administrative Services Agreement and the other assets of the Trust Estate;

(c)           to convert the Net Profits Interest into cash either by (1) retaining the Net Profits Interest and collecting the proceeds of production payable with respect to the Net Profits Interest until production has ceased or the Net Profits Interest has been sold or transferred or the Net Profits Interest has otherwise terminated or (2) selling or otherwise disposing of all or any portion of the Net Profits Interest in accordance with the terms of this Agreement;

(d)           to convert the Hedge Agreements Assignment into cash by collecting the proceeds of any payments that the Trust is entitled to receive under the terms of the Hedge Agreements Assignment until the Hedge Agreements Assignment has terminated;

(e)           to pay, or provide for the payment of, any liabilities incurred in carrying out the purposes of the Trust, and thereafter to distribute the remaining amounts of cash received by the Trust to the Trust Unitholders on a pro rata basis determined by the number of Trust Units held by each Trust Unitholder in accordance with Section 5.02;

(f)            to incur indebtedness and grant security interests in or otherwise encumber the Trust Estate in order to pay the liabilities of the Trust as they become due, if necessary;

(g)           to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is a party;

(h)           to cause to be prepared and file (i) reports required to be filed under the Exchange Act, (ii) any reports required by the rules of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading, and (iii) any reports or forms required to be filed pursuant to tax laws and other applicable laws and regulations, and to establish, evaluate and maintain a system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act; and

(i)            to engage in such other activities as are necessary or convenient for the attainment of any of the foregoing or are incident thereto and which may be engaged in or carried on by a statutory trust under the Trust Act.

Section 2.03           Transfer of Trust Property to the Trust. Upon the formation of the Trust, MV Partners paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement.  At (and subject to the occurrence of) the Closing, MV Partners shall, or shall cause its Affiliates to, grant, bargain, sell, convey and assign to the Trust for the uses and purposes provided herein (i) the Net

6

Profits Interest pursuant to the Conveyance and (ii) the Hedge Agreements Assignment in consideration for 11,500,000 Trust Units to be issued by the Trust to MV Partners, which Trust Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.01 of this Agreement.  The issuance of the 11,500,000 Trust Units is hereby duly authorized and, upon issuance at the Closing, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing of the consideration described in the preceding sentence, the Trust Units will be fully paid and non-assessable without the requirement of any further consideration.

Section 2.04           Creation of the Trust.  The Trustee declares that it shall hold the Trust Estate in trust for the benefit of the Trust Unitholders, upon the terms and conditions set forth in this Agreement.  As set forth above and amplified herein, the Trust is intended to be a passive entity limited to the receipt of revenues attributable to the Net Profits Interest and the Hedge Agreements Assignment and the distribution of such revenues, after payment of or provision for Trust expenses and liabilities, to the Trust Unitholders. It is not the intention of the parties hereto to create, and nothing in this Agreement shall be construed as creating, for any purpose, a partnership, joint venture, joint stock company or similar business association, between or among Trust Unitholders, present or future, or between or among Trust Unitholders, or any of them, the Delaware Trustee, the Trustee and/or MV Partners. Neither the Trustee nor the Delaware Trustee, in its individual capacity, makes any representation as to the validity or sufficiency of this Trust Agreement.

Section 2.05           Principal Offices and Delaware Trustee. Unless and until changed by the Trustee, the address of the principal office of the Trustee is 221 West Sixth Street, 1st Floor, Austin, Texas 78701, Attention: Institutional Trust Services.  Unless and until changed by the Delaware Trustee, the principal place of business of the Delaware Trustee is 1100 North Market Street, Wilmington, Delaware 19890-1615, Attention: Corporate Trust Administration. The Trust may maintain offices at such other place or places within or without the State of Delaware as the Trustee deems advisable.

ARTICLE III
ADMINISTRATION OF THE TRUST AND POWERS OF THE TRUSTEE AND THE DELAWARE TRUSTEE

Section 3.01General Authority.

(a)           The Trustee accepts the trust hereby continued and agrees to perform its duties hereunder with respect to the same, but only upon the express terms of this Agreement. Subject to the limitations set forth in this Agreement, the Trustee, acting alone, without the approval or consent of, or notice to, the Delaware Trustee or any Trust Unitholder, is authorized to take such action as in its judgment is necessary, desirable or advisable to best achieve the purposes of the Trust, including the authority to enter into, deliver and perform on behalf of the Trust the Hedge Agreements Assignment, the Registration Rights Agreement and the Administrative Services Agreement (which the Trustee is hereby directed to do), to re-convey on behalf of the Trust the Net Profits Interest to MV Partners and to agree on behalf of the Trust to modifications of the terms of the Conveyance to correct errors or ambiguities or to settle disputes with respect thereto, so long as such modifications or settlements do not alter the nature of the

7

Net Profits Interest as the right to receive a share of the net proceeds from production from the Underlying Properties in accordance with the Conveyance. The Trustee shall not (i) dispose of any part of the Trust Estate except as provided in Sections 3.02 and 3.07 hereof or (ii) agree to amend or waive any provision of, give any consent or release with respect to, or terminate the Conveyance or the Hedge Agreements Assignment without the approval of the Trust Unitholders as provided in Article VIII.  Without in any way limiting the power and authority of the Trustee, the Trustee is expressly authorized and empowered to enter into such amendments or modifications to, or waive any rights with respect to, the Administrative Services Agreement or the Registration Rights Agreement without obtaining the approval of the Trust Unitholders as provided in Article VIII.

(b)           The Delaware Trustee accepts the Trust hereby continued and agrees to perform its duties hereunder with respect to the same, but only upon the express terms of this Agreement. The Delaware Trustee is authorized to take only such actions, and shall be required to perform only such duties and obligations, with respect to the Trust as are specifically set forth in this Agreement, and no implied duties, obligations or powers shall be read into this Agreement in respect to the Delaware Trustee. The Delaware Trustee shall not otherwise manage or take part in the business or affairs of the Trust in any manner.

(c)           Notwithstanding any other provision of this Agreement, unless specifically authorized in writing by the Trustee and consented to by the Delaware Trustee, the Delaware Trustee shall not participate in any decisions or possess any authority with respect to the administration of the Trust, the investment of the Trust’s property or the payment of dividends or other distributions of income or principal to the Trust Unitholders. The Delaware Trustee shall have the power and authority to execute, deliver, acknowledge and file all necessary documents and to maintain all necessary records of the Trust as required by the Trust Act.  The Delaware Trustee shall provide prompt written notice to the Trustee of its performance of any of the foregoing acts.  The Trustee shall reasonably keep the Delaware Trustee informed of any material action taken by the Trustee with respect to the Trust.

Section 3.02           Limited Power of Disposition.

(a)           In the event that MV Partners notifies the Trustee that it desires the Trustee to sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest or the Hedge Agreements Assignment, or any interest therein, and the Trustee determines it to be in the best interest of the Trust Unitholders, the Trustee may sell, at any time and from time to time, all or any part of any of the Trust Estate for cash in such a manner as it deems in the best interest of the Trust Unitholders if approved by the Trust Unitholders present or represented at a meeting held in accordance with the requirements of Article VIII.  This Section 3.02(a) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Sections 3.02(b), 3.07 or 9.03.

(b)           The Trustee shall not sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest or the Hedge Agreements Assignment, or any interest therein, except that the Trustee is directed to sell and convey all or any portion of the Net Profits Interest as provided in this Section 3.02 and in

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Sections 3.07 and 9.03 of this Agreement and no Trust Unitholder approval shall be required for any sale or conveyance in accordance with any of such provisions.  Any sale or conveyance by the Trustee of any part of the Trust Estate other than pursuant to this Section 3.02(b) or Sections 3.07 or 9.03 shall be subject to Section 3.02(a).

(i)            MV Partners and its Affiliates may at any time and from time to time sell, but only in accordance with the provisions set forth below and in accordance with the terms of the Conveyance, a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest without the consent of the Trustee or the Trust Unitholders.  Upon receipt of written notice of such a sale given by MV Partners or its Affiliates, the Trustee shall execute and deliver at the closing of such sale a partial release and consent, and such other instruments, agreements and documents as MV Partners or its Affiliates may reasonably request, to evidence or effect the transfer of such portion of MV Partners’ or its Affiliates’ interests in the Underlying Properties, free from and unburdened by the Net Profits Interest, provided that:

(A)          no sale of a portion of MV Partners’ or its Affiliates’ interests in the Underlying Properties free from and unburdened by the Net Profits Interest that would otherwise burden such portion of MV Partners’ or its Affiliates’ interests shall be permitted under this paragraph (i) if (1) the sale is to a Person who is an Affiliate of MV Partners, (2) the sale relates to an interest in the Underlying Properties that accounted for in excess of 0.25% of the total production from all Underlying Properties during the most recently completed 12 calendar months, or (3) the aggregate sales proceeds to be received by the Trust pursuant to clause (B) of this paragraph (i) with respect to the portion of the Net Profits Interest to be released by the Trustee, plus the aggregate sales proceeds received by the Trust pursuant to clause (B) of this paragraph (i) with respect to all other portions of the Net Profits Interest previously released by the Trustee pursuant to this paragraph (i) during the most recently completed 12 calendar months, would exceed $500,000;

(B)           in connection with any sale pursuant to this paragraph (i), the Trust shall receive from MV Partners an amount equal to the Fair Value to the Trust for the portion of the Net Profits Interest to be released by the Trustee in connection with the sale of the Underlying Properties; and

(C)           the Trustee shall have received a certificate from MV Partners executed by or on behalf of the manager thereof certifying to the Trustee and the Trust that the cash to be received by the Trust pursuant to clause (B) above represents the Fair Value to the Trust for the portion of the Net Profits Interest to be released by the Trustee in connection therewith.

Any other sale of all or any portion of the Underlying Properties will not relieve MV Partners of its obligations with respect to the Net Profits Interest.

(ii)           In the event that a portion of the Net Profits Interest is to be released pursuant to Section 3.02(b)(i) of this Agreement, upon receipt of (A) funds equal to the required payment, (B) an accurate description of said portion of the Net Profits Interest and (C) sufficient information to evidence conclusively that the conditions to purchase referred to in

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the applicable section of the Conveyance have been satisfied, then within a reasonable time thereafter, and upon advice of such experts as may be retained by the Trustee with the written consent of MV Partners, which consent shall not be unreasonably withheld or delayed, the Trustee shall execute and deliver a Trustee Conveyance covering said portion of the Net Profits Interest to MV Partners or its assignee.

(iii)          In addition to the transfers permitted by paragraph (i) of this Section 3.02(b) and subject to the terms of the Conveyance, MV Partners or any of its Affiliates may at any time or from time to time sell a divided or undivided portion of its interest in the Underlying Properties, provided that such sale is subject to and burdened by the Net Profits Interest that burdens such portion of MV Partners’ or its Affiliates’ interest, without the consent of the Trust Unitholders. Promptly after completion of any such sale, MV Partners shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of MV Partners to the extent of the interest sold and shall be bound by the obligations of MV Partners under this Agreement and the Conveyance to such extent.

(iv)          Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03 hereof, or to distribute the Quarterly Cash Distribution pursuant to Section 5.02 hereof, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.

Section 3.03           No Power to Engage in Business or Make Investments.  Neither the Trustee nor the Delaware Trustee shall cause or permit the Trust to acquire any asset other than the Net Profits Interest and the Hedge Agreements Assignment and proceeds therefrom, the rights of the Trust to enforce the terms and provisions of the Administrative Services Agreement and the Registration Rights Agreement, and other amounts paid to the Trust as set forth herein, or engage in any business or investment activity of any kind whatsoever, except for the activities permitted herein. Neither the Trustee nor the Delaware Trustee shall have any responsibility or authority relating to the operations of the Underlying Properties or the marketing of any production therefrom.

Section 3.04           Interest on Cash Reserves.  Cash being held by the Trustee as a reserve for, or in anticipation of, the distribution of a Quarterly Cash Distribution or for the payment of any liabilities, other than current routine administrative costs, shall be placed by the Trustee with one or more banks or financial institutions (which, to the extent to which authorized pursuant to the Trust Act and other applicable laws, may be, or may include, any bank serving as the Trustee or the Delaware Trustee) and invested in (i) accounts payable on demand without penalty, (ii) interest bearing obligations issued by (or unconditionally guaranteed by) the United States of America or any agency or instrumentality thereof (provided such agency or instrumentality obligations are guaranteed by the full faith and credit of the United States of America), (iii) repurchase agreements secured by obligations qualifying under (ii) above or (iv) certificates of deposit of any bank or banks having combined capital, surplus and undivided profits in excess of $100,000,000 which, in the case of (ii), (iii) and (iv) above, mature prior to the date on which

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such Quarterly Cash Distribution is to be distributed or any such liability is to be paid. Any government obligation, repurchase agreement or certificate of deposit held by the Trustee shall be held until maturity. The interest rate on reserves placed with any bank or financial institution serving as the Trustee or the Delaware Trustee shall be the interest rate that such bank pays in the normal course of business on amounts placed with it, taking into account the amount involved, the period held and other relevant factors. Subject to Section 6.01, the Trustee shall not be liable for its selection of permitted investments or for any investment losses resulting from such investments. Notwithstanding anything herein to the contrary, the Delaware Trustee shall not be obligated to accept any such cash or other assets for investment or otherwise.  To the extent that the Delaware Trustee decides in its sole absolute discretion to accept cash for investment pursuant to this Section 3.04, the Delaware Trustee shall invest such cash pursuant to the written instructions of the Trustee, and the Delaware Trustee shall not be liable to the Trust for any losses resulting from such investments absent its own fraud or acts or omissions in bad faith or which constitute gross negligence.

Section 3.05           Power to Settle Claims. The Trustee is authorized to prosecute or defend, and to settle by arbitration or otherwise, any claim of or against the Trustee, the Trust or the Trust Estate, to waive or release rights of any kind and to pay or satisfy any debt, tax or claim upon any evidence by it deemed sufficient, without the joinder or consent of any Trust Unitholder, including enforcing the rights of the Trust under the Administrative Services Agreement, the Hedge Agreements Assignment and the Conveyance.  The Trust Unitholders shall have no power to prosecute any claim of the Trust or the Trust Estate against any Person other than to prosecute a claim to compel performance by the Trustee on behalf of the Trust or the Trust Estate.

Section 3.06           Power to Contract for Services. In the administration of the Trust, the Trustee is empowered to employ oil and natural gas consultants (which may include the Independent Reserve Engineers), accountants (with the consent of MV Partners, which consent shall not be unreasonably withheld or delayed), attorneys (who may, but need not be, counsel to MV Partners or any of its Affiliates) and other professional and expert Persons, to employ or contract for clerical and other administrative assistance (including assistance from MV Partners or any of its Affiliates), to delegate to agents, employees, officers, directors, custodians or nominees (individually, an “Agent” and collectively, “Agents”) any matter, whether ministerial or discretionary, and to act through such Agents and to make payments of all fees for services or expenses in any manner thus incurred out of the Trust Estate.

Section 3.07           Payment of Liabilities of Trust.  Except as otherwise provided herein, the Trustee may and shall use all money received by it for the payment or reimbursement of all liabilities of the Trust, including, but without limiting the generality of the foregoing, all expenses, taxes, liabilities incurred of all kinds, compensation to it for its services hereunder, as provided for in Article VII, and compensation to such parties as may be employed as provided for in Section 3.06 hereof. With respect to any liability that is contingent or uncertain in amount or that otherwise is not currently due and payable, the Trustee may, but is not obligated to, establish a cash reserve for the payment of such liability. Except to the extent permitted under applicable law, the Trustee shall not pay any liability of the Trust with funds set aside pursuant to Section 5.02 hereof for the payment of a Quarterly Cash Distribution. If at any time the cash on hand and to be received by the Trustee and available to pay liabilities is not, or will not be, in the

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judgment of the Trustee, sufficient to pay liabilities of the Trust as they become due, the Trustee is authorized to cause the Trust to borrow the funds required to pay such liabilities. In such event, no further distributions will be made to Trust Unitholders (except in respect of previously determined Quarterly Cash Distribution) until the indebtedness created by such borrowings has been paid in full. Such funds may be borrowed from any Person, including, without limitation, the Bank while serving as Trustee or any other Entity serving as a fiduciary hereunder, on a secured or unsecured basis; provided that neither the Bank nor any other Entity shall be required to make any such loan. Under no circumstances shall the Trustee or the Delaware Trustee be personally liable for any indebtedness of the Trust. To secure payment of such indebtedness (including any indebtedness to the Bank or any other Entity serving as a fiduciary hereunder), the Trustee is authorized to (i) mortgage, pledge, grant security interests in or otherwise encumber the Trust Estate, or any portion thereof, including the Net Profits Interest, (ii) include any and all terms, powers, remedies, covenants and provisions deemed necessary or advisable in the Trustee’s discretion, including, without limitation, confession of judgment and the power of sale with or without judicial proceedings and (iii) provide for the exercise of those and other remedies available to a secured lender in the event of a default on such loan. If such funds are loaned to the Trust by the Trustee or any other such Entity while the Trustee or such other Entity is serving as a fiduciary hereunder, the terms of such indebtedness and security interest shall be similar to the terms which the Trustee or such other Entity would grant to a similarly situated commercial customer with whom it did not have, directly or indirectly, a fiduciary relationship, and the Trustee or such other Entity shall be entitled to enforce its rights with respect to any such indebtedness and security interest as if it were not, directly or indirectly, and had never been, directly or indirectly, the Trustee or a fiduciary hereunder. No provision of this Trust Agreement shall require either the Delaware Trustee, the Trustee or any other Entity serving as a fiduciary hereunder, to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 3.08           Income and Principal.  The Trustee shall not be required to keep separate accounts or records for income and principal. However, if the Trustee does keep such separate accounts or records, then the Trustee is authorized to treat all or any part of the receipts from the Net Profits Interest or the Hedge Agreements Assignment as income or principal, without having to maintain any reserve therefor, and in general to determine all questions as between income and principal and to credit or charge to income or principal or to apportion between them any receipt or gain and any charge, disbursement or loss as is deemed advisable under the circumstances of each case.

Section 3.09           Term of Contracts.  In exercising the rights and powers granted hereunder, the Trustee is authorized to make the term of any transaction or contract or other instrument extend beyond the term of the Trust.

Section 3.10           Transactions With Entity Serving as the Trustee or the Delaware Trustee. To the extent such conduct is not prohibited by applicable law and except as otherwise provided herein, both the Trustee and the Delaware Trustee are each authorized in exercising its powers under this Agreement to make contracts and have dealings with itself or its Affiliates, directly and indirectly, in any other fiduciary or individual capacity.

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Section 3.11           No Security Required.  No Entity serving as a trustee hereunder shall be required to furnish any bond or security of any kind.

Section 3.12           Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses.

(a)           In connection with the initial public offering of Trust Units, the Trustee shall, on behalf of the Trust, use commercially reasonable efforts without the incurrence of unreasonable expense to cause:

(i)            the Securities Act Registration Statement to be prepared, signed, filed with the Commission, and declared effective by the Commission;

(ii)           the Exchange Act Registration Statement to be prepared, signed, filed with the Commission, and declared effective by the Commission; and

(iii)          the Trust Units to be listed for trading on the New York Stock Exchange, Inc. (the “NYSE”), the NASDAQ Stock Market LLC (the “NASDAQ”) or another national securities exchange, as MV Partners shall select.

(b)           After the registration of the Trust Units pursuant to the Exchange Act and/or the listing of the Trust Units for trading on the New York Stock Exchange, Inc., NASDAQ or another national securities exchange, the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all of the rules, orders and regulations of the Commission, such exchange or the National Association of Securities Dealers, Inc. related to such registration or listing, as the case may be, and take all such other reasonable actions necessary for the Trust Units to remain so registered or listed until the Trust is terminated.  In addition, the Trustee is authorized to make, and the Trustee shall take, all reasonable actions to prepare and, to the extent required by this Agreement or by law, mail to Trust Unitholders any reports, press releases or statements, financial or otherwise, that the Trustee determines are required to be provided to Trust Unitholders by applicable law or governmental regulation or the requirements of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading.  In addition, the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all of the provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission related thereto, including but not limited to, establishing, evaluating and maintaining a system of internal control over financial reporting in compliance with the requirements of Section 404 thereof and making all required certifications pursuant to the Sarbanes-Oxley Act and the rules and regulations adopted by the Commission related thereto.

(c)           The Trustee shall execute, by and on behalf of the Trust, any documents incidental or related to the objectives specified in paragraphs (a) and (b) of this Section 3.12.

(d)           The Trust is hereby authorized and empowered to take all steps, make all filings and applications and pay all fees necessary, customary or appropriate to the accomplishment of the objectives set forth in paragraphs (a) and (b) of this Section 3.12

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including, without limitation, the entering into the Administrative Services Agreement with MV Partners.

(e)           Except as otherwise provided in Article VI of this Agreement, the fees, charges, expenses, disbursements and other costs incurred by the Trustee or the Delaware Trustee in connection with the discharge of its duties pursuant to this Agreement, including, without limitation, trustee fees, engineering, audit, accounting and legal fees, printing and mailing costs, amounts reimbursed or paid to MV Partners pursuant to Section 3.06 or Section 7.02 hereof, and the fees and expenses of legal counsel for the Trustee, the Delaware Trustee, and the Trust (including legal fees and expenses incurred by the Trustee or the Delaware Trustee in connection with the formation of the Trust and issuance of Trust Units), shall be paid out of the Trust Estate as an administrative expense of the Trust, provided that the Trustee’s and the Delaware Trustee’s acceptance fees paid by MV Partners upon execution hereof shall be reimbursed to MV Partners. All other organizational expenses of the Trust will be paid by MV Partners, and MV Partners shall not be entitled to reimbursement thereof.

(f)            The Trustee is hereby authorized and empowered to take all steps, make all filings and applications and pay all fees necessary, customary or appropriate in order to perform the obligations of the Trust under the Registration Rights Agreement.

Section 3.13           Reserve Report.  The Trustee shall cause a reserve report to be prepared by or for the Trust by the Independent Reserve Engineers as of December 31 of each year in accordance with criteria established by the Commission showing estimated proved oil, natural gas and natural gas liquids reserves attributable to the Net Profits Interest as of December 31 of such year and other reserve information required to comply with Section 5.03 of this Agreement.  MV Partners, to the extent it is the operator of the Underlying Properties, shall, and to the extent any of its Affiliates is the operator of the Underlying Properties, shall cause such Affiliate or Affiliates to, use commercially reasonable efforts to cooperate with the Trust and the Independent Reserve Engineers in connection with the preparation of any such reserve report.  The Trustee shall cause each reserve report prepared pursuant to this Section 3.13 to be completed and delivered to it within 75 days of the last day of the prior calendar year or such shorter period of time as may be required to enable the Trustee to comply with the provisions of Section 5.03 of this Agreement.

Section 3.14           No Liability for Recordation.  MV Partners shall be solely responsible, and the Trustee and the Delaware Trustee shall have no responsibility, for the filing of the Conveyance in the real property records of any jurisdiction in which the Underlying Properties are located. Neither the Trustee, the Delaware Trustee, the Bank nor any of their respective Agents shall be liable to the Trust Estate or any Trust Unitholder for any loss, claim or damage resulting from, or arising out of, the failure to file, or failure to properly file, the Conveyance in any real property records of any jurisdiction.

ARTICLE IV
TRUST UNITS AND UNCERTIFICATED BENEFICIAL INTEREST

Section 4.01           Creation and Distribution.  Ownership of the entire Beneficial Interest shall be divided into 11,500,000 Trust Units. The Trust Units shall be uncertificated and

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ownership thereof shall be evidenced by entry of a notation in an ownership ledger maintained for such purpose by the Trustee or a transfer agent designated by the Trustee.  The holders of the Trust Units from time to time shall be the sole beneficiaries of principal and interest of the Trust.

Section 4.02           Rights of Trust Unitholders; Limitation on Personal Liability of Trust Unitholders. Each Trust Unit shall represent pro rata undivided ownership of the Beneficial Interest and shall entitle its holder to participate pro rata in the rights and benefits of holders of Trust Units under this Agreement.  A Trust Unitholder (whether by assignment or otherwise) shall take and hold each Trust Unit subject to all the terms and provisions of this Agreement, which shall be binding upon and inure to the benefit of the successors, assigns, legatees, heirs and personal representatives of such Trust Unitholder. By an assignment or a transfer of one or more Trust Units, the assignor thereby shall, with respect to such assigned or transferred Trust Unit or Trust Units, part with, except as provided in Section 4.03 hereof in the case of a transfer after a Quarterly Record Date and prior to the corresponding Quarterly Payment Date, (i) all of its Beneficial Interest attributable to such Trust Unit or Trust Units and (ii) all interests, rights and benefits of a Trust Unitholder under the Trust and this Agreement that are attributable to such Trust Unit or Trust Units as against all other Trust Unitholders, the Trust and the Trustee, including, without limiting the generality of the foregoing, any and all rights to any Quarterly Cash Distribution, or any portion thereof, attributable to any Trust Units so assigned or transferred, for any Quarterly Period or Quarterly Periods subsequent to the Quarterly Period which relates to the last Quarterly Record Date on which the assignor owned such Trust Units. The Trust Units and the rights, benefits and interests evidenced thereby (including, without limiting the foregoing, the entire Beneficial Interest) are and, for all purposes, shall be construed (except for tax purposes), to be in all respects intangible personal property, and the Trust Units shall be bequeathed, assigned, disposed of and distributed as intangible personal property. No Trust Unitholder as such shall have any title, legal or equitable, in or to any real property interest or tangible personal property interest that may be considered a part of the Trust Estate, including, without limiting the foregoing, the Net Profits Interest or any part thereof, or in or to any asset of the Trust Estate to the extent that an interest in such asset would cause the interest of a Trust Unitholder to be treated as other than an intangible personal property interest, but the sole interest of each Trust Unitholder shall be his ownership in the Beneficial Interest. No Trust Unitholder shall have the right to call for or demand or secure any partition or distribution of the Net Profits Interest or any other asset of the Trust Estate or any accounting during the continuance of the Trust or during the period of liquidation and winding up under Section 9.03 of this Agreement.  Pursuant to Section 3803(a) of the Trust Act, the Trust Unitholders shall be entitled, to the fullest extent permitted by law, to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

Section 4.03           Effect of Transfer.  As to matters affecting the title, ownership, warranty or transfer of Trust Units, Article 8 of the Uniform Commercial Code, the Uniform Act for Simplification of Fiduciary Security Transfers, and other statutes and rules with respect to the transfer of securities, each as is adopted and then in force in the State of Delaware, shall govern and apply. The death of any Trust Unitholder shall not entitle the Transferee of such Trust Unitholder to an accounting or valuation for any purpose pursuant to the terms hereof.

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Section 4.04Determination of Ownership.  In the event of any disagreement between Persons claiming to be Transferees of any Trust Unit, or in the event of any question on the part of the Trustee when presented with a request for transfer of a Trust Unit, which the Trustee believes is not fully resolved by opinions of counsel or other documents obtained in connection therewith, then, in addition to other rights which it may have under applicable law, the Trustee shall be entitled at its option to refuse to recognize any such claim so long as such disagreement or question shall continue. In so refusing, the Trustee, and any Entity serving in such capacity, may elect to make no disposition of the interest represented by the Trust Unit involved, or any part thereof, or of any sum or sums of money accrued or accruing thereunder, and, in so doing, the Trustee shall not be or become liable to any Person for the failure or refusal of the Trustee to comply with such conflicting claims or requests for transfer, and shall be entitled to continue so to refrain and refuse so to act, until:

(a)the rights of the adverse claimants or the questions of the Trustee have been adjudicated by a final nonappealable judgment of a court assuming and having jurisdiction of the parties and the interest and money involved, or

(b)all differences have been adjusted by valid agreement between said parties and the Trustee shall have been notified thereof in writing signed by all of the interested parties.

ARTICLE V
ACCOUNTING AND DISTRIBUTIONS; REPORTS

Section 5.01Fiscal Year and Accounting Method.  The Trust shall adopt the calendar year as its fiscal year and shall maintain its books on an appropriate basis to comply with Sections 5.03 and 5.04, except to the extent such books must be maintained on any other basis pursuant to applicable law.

Section 5.02Quarterly Distributions.  On (or, to the extent possible, prior to) the Quarterly Record Date, the Trustee shall, in the manner required by the rules of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading, communicate to the Trust Unitholders its determination of the amount of the Quarterly Cash Distribution for the relevant Quarterly Period based on (i) information provided to the Trustee by MV Partners pursuant to the terms of the Conveyance with respect to the cash proceeds to be received by the Trust in respect of the Net Profits Interest for the relevant Quarterly Period and (ii) the amount of interest earned during the relevant Quarterly Period on such cash proceeds held by the Trust.  On each Quarterly Payment Date, the Trustee shall distribute pro rata the Quarterly Cash Distribution with respect to the immediately preceding Quarterly Period to Trust Unitholders of record on the Quarterly Record Date for such Quarterly Period.

Section 5.03Reports to Trust Unitholders and Others.

(a)Within 75 days following the end of each of the calendar quarters, except the fourth calendar quarter of each calendar year, or such shorter period of time as may be required by the rules and regulations of the Commission adopted with respect to the Exchange Act or by the rules of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading, the Trustee shall mail to each Person who was a Trust Unitholder of

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record on the Quarterly Record Date for such Quarterly Period a report, which may be a copy of the Trust’s quarterly report on Form 10-Q under the Exchange Act, which shall show in reasonable detail the assets and liabilities and receipts and disbursements of the Trust for such calendar quarter.  The obligation to mail a report to each Trust Unitholder of record on a Quarterly Record Date shall be deemed to be satisfied if the Trustee files a copy of the Trust’s quarterly report on Form 10-Q on the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) maintained by the Commission or otherwise makes such report publicly available on an internet website that is generally accessible to the public.

(b)Within 120 days following the end of each fiscal year or such shorter period of time as may be required by the rules and regulations of the Commission adopted with respect to the Exchange Act or by the rules of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading, the Trustee shall mail to each Person who was a Trust Unitholder of record on a date to be selected by the Trustee an annual report, containing financial statements audited by a nationally recognized independent registered public accounting firm selected by the Trustee, plus such annual reserve information regarding the Net Profits Interest as may be required by any regulatory authority having jurisdiction.

(c)Notwithstanding any time limit imposed by paragraph (a) or (b) of this Section 5.03, if, due to a delay in receipt by the Trustee of information necessary for preparation of a report or reports required by such paragraphs, the Trustee shall be unable to prepare and mail such report or reports within such time limit, the Trustee shall prepare and mail such report or reports as soon thereafter as practicable.

Section 5.04Federal Income Tax Provisions.  For federal or state income tax purposes, the Trustee shall file for the Trust such returns and statements as in its judgment are required to comply with applicable provisions of the Internal Revenue Code of 1986, as amended, and regulations and any applicable state laws and regulations, in either case to permit each Trust Unitholder to report such Trust Unitholder’s share of the income and deductions of the Trust. The Trustee will treat all income and deductions of the Trust for each month as having been realized on the Quarterly Record Date for such quarter unless otherwise advised by its counsel.  The Trustee will treat the Trust and report with respect to the Trust as a grantor trust until and unless it receives an opinion of tax counsel that such reporting is no longer proper.  Within 75 days following the end of each fiscal year, the Trustee shall mail to each Person who was a Trust Unitholder of record on a Quarterly Record Date during such fiscal year, a report which shall show in reasonable detail such information as is necessary to permit all holders of record of Trust Units on a Quarterly Record Date during such fiscal year to make calculations necessary for tax purposes.

ARTICLE VI
LIABILITY OF DELAWARE TRUSTEE AND TRUSTEE AND METHOD OF SUCCESSION

Section 6.01Liability of Delaware Trustee, Trustee and Agents.

(a)Notwithstanding any other provision of this Agreement, each of the Delaware Trustee and the Trustee, in carrying out its powers and performing its duties, may act

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directly or in its discretion, at the expense of the Trust, through Agents (including attorneys) pursuant to agreements entered into with any of them, and each Entity serving as Delaware Trustee or Trustee shall be personally or individually liable only for (a) its own fraud or acts or omissions in bad faith or which constitute gross negligence and (b) taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by it in connection with any of the transactions contemplated by this Agreement, and shall not otherwise be individually or personally liable under any circumstances whatsoever, including but not limited to any act or omission of any Agent unless such Entity has acted in bad faith or with gross negligence in the selection or retention of such Agent.  Notwithstanding any other provision of this Agreement, each Agent of the Delaware Trustee and the Trustee (including MV Partners and any of the Affiliates when acting as Agents), in carrying out its powers and performing its duties, may act directly or in its discretion, at the expense of the Trust, through agents or attorneys engaged by such Agent, and shall not otherwise be individually or personally liable for any act or omission unless such Agent has acted in bad faith or with gross negligence.  Neither the Trustee nor the Delaware Trustee shall have any liability to any Persons other than the Trust Unitholders in accordance with Section 3803 of the Trust Act and, for the avoidance of any doubt, shall not have any liability hereunder to the Trust Unitholders absent its own fraud or acts or omissions in bad faith or which constitute gross negligence. No Entity serving as Trustee or Delaware Trustee shall be individually liable by reason of any act or omission of any other Entity serving as Trustee or Delaware Trustee.

(b)Each of the Delaware Trustee and the Trustee, and each Entity serving in any such fiduciary capacity or as an Agent of the Delaware Trustee or the Trustee (including MV Partners and any of its Affiliates when acting as Agents), shall be protected in relying or reasonably acting upon any notice, certificate, assignment, opinion or advice of counsel or tax advisors, report of certified accountant, petroleum engineer, geologists, auditor or other expert, credential, or any other document or instrument.  Each of the Delaware Trustee and the Trustee, and each Entity serving in any such fiduciary capacity or as an Agent of the Delaware Trustee or the Trustee (including MV Partners and any of its Affiliates when acting as Agents), is specifically authorized to rely upon the application of Article 8 of the Uniform Commercial Code, the application of the Uniform Act for Simplification of Fiduciary Security Transfers and the application of other statutes and rules with respect to the transfer of securities, each as is adopted and then in force in the State of Delaware, as to all matters affecting title, ownership, warranty or transfer of the Trust Units, without any personal liability for such reliance, and the indemnity granted under Section 6.02 of this Agreement shall specifically extend to any matters arising as a result thereof.  Further, and without limiting the foregoing, each of the Delaware Trustee, the Trustee and each Entity serving in either such capacity is specifically authorized and directed to rely upon the validity of the Conveyance and the title held by the Trust in the Net Profits Interest pursuant thereto and the validity of the Hedge Agreements Assignment, and is further specifically authorized and directed to rely upon opinions of counsel in each of the states in which Underlying Properties are located, without any liability in any capacity for such reliance.

Section 6.02Indemnification of Trustee or Delaware Trustee.

(a)Each Entity serving as the Trustee or the Delaware Trustee, as well as each of their respective Agents (including MV Partners and any of its Affiliates when acting as

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Agents) and equityholders, shall be indemnified and held harmless by, and receive reimbursement from, the Trust Estate against and from any and all liabilities, obligations, actions, suits, costs, expenses, claims, damages, losses, penalties, taxes, fees and other charges (collectively, “Expenses,” excluding, however, any taxes and fees payable by the Trustee and the Delaware Trustee on, based on or measured by any fees, commissions or compensation received by the Trustee and the Delaware Trustee for their services hereunder) incurred by it individually in the administration of the Trust and the Trust Estate or any part or parts thereof, or in the doing of any act done or performed or omission occurring on account of its being Trustee or Delaware Trustee, except such Expenses as to which it is liable under Section 6.01 of this Agreement (it being understood that each Entity serving as the Trustee or the Delaware Trustee (and their respective Agents (including MV Partners and any of its Affiliates when acting as Agents) and equityholders) shall be indemnified by, and receive reimbursement from, the Trust Estate against such Entity’s own negligence which does not constitute gross negligence). Each Entity serving as the Trustee or the Delaware Trustee shall have a lien upon the Trust Estate for payment of such indemnification and reimbursement (including, without limitation, repayment of any funds borrowed from any Entity serving as a fiduciary hereunder), as well as for compensation to be paid to such Entity, in each case entitling such Entity to priority as to payment thereof over payment to any other Person under this Agreement. Neither the Trustee, the Delaware Trustee nor any Entity serving in either of such capacities, nor any Agent thereof shall be entitled to any reimbursement or indemnification from any Trust Unitholder for any Expense incurred by the Delaware Trustee or the Trustee or any such Entity or Agent thereof, their right of reimbursement and indemnification, if any, except as provided in Section 6.02(b) below, being limited solely to the Trust Estate, whether or not the Trust Estate is exhausted without full reimbursement or indemnification of the Trustee, the Delaware Trustee or any such Entity or Agent thereof. All legal or other expenses reasonably incurred by the Trustee or the Delaware Trustee in connection with the investigation or defense of any Expenses as to which such Entity is entitled to indemnity under this Section 6.02(a) shall be paid out of the Trust Estate.

(b)If the Trust Estate is exhausted without the Trustee, the Delaware Trustee or any Agent or equityholder thereof being fully reimbursed as provided in Section 6.02(a) above, MV Partners shall fulfill the remaining indemnity obligation to the Trustee and the Delaware Trustee.

(c)If any action or proceeding shall be brought or asserted against the Trustee or the Delaware Trustee or any Agent or equityholder thereof (each referred to as an “Indemnified Party” and, collectively, the “Indemnified Parties”) in respect of which indemnity may be sought from MV Partners (the “Indemnifying Party”) pursuant to Section 6.02(b) hereof, of which the Indemnified Party shall have received notice, the Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory (including the qualifications of such counsel) to the Indemnified Party on any such action or proceeding or (iii) the named parties to any such action or proceeding include both the Indemnified Party and

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the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party and the Indemnified Party may employ such counsel for the defense of such action or proceeding as is reasonably satisfactory to the Indemnifying Party; it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys for the Indemnified Parties at any time). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), but, if settled with such written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Indemnifying Party agrees (to the extent stated above) to indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(d)Any claim for indemnification pursuant to this Section 6.02 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party.

(e)Except as expressly set forth in this Agreement, none of the Trustee, the Delaware Trustee or any other Indemnified Party shall have any duties or liabilities, including fiduciary duties, to the Trust or any Trust Unitholder, and the provisions of this Agreement, to the extent they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of any Indemnified Party otherwise existing at law or in equity, are agreed by the Trust Unitholders to replace such other duties and liabilities of such Indemnified Party. To the extent that, at law or in equity, an Indemnified Party has duties, including fiduciary duties, and liabilities relating thereto to the Trust or any Trust Unitholder, any Indemnified Party acting in connection with the Trust’s business or affairs shall not be liable to the Trust or to any Trust Unitholder for its good faith reliance on the provisions of this Agreement.

Section 6.03Resignation of Delaware Trustee and Trustee. Any Entity serving as the Delaware Trustee or the Trustee may resign, as such, with or without cause, at any time by written notice to MV Partners, to any other Entity serving as the Delaware Trustee or the Trustee, and to each of the then Trust Unitholders of record in accordance with Section 12.08 of this Agreement.  Such notice shall specify a date when such resignation shall take effect, which shall be a Business Day not less than 60 days after the date such notice is mailed; provided, however, that in no event shall any resignation of the Trustee be effective until a successor Trustee has accepted its appointment as Trustee pursuant to the terms hereof; and provided further that in no event shall any resignation of the Delaware Trustee be effective until a successor Delaware Trustee has accepted its appointment as Delaware Trustee pursuant to the terms hereof.

Section 6.04Removal of Delaware Trustee and Trustee.  Each Entity serving as the Delaware Trustee or the Trustee may be removed as trustee hereunder, with or without cause, by

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the vote of not less than a majority of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that any removal of the Delaware Trustee shall be effective only at such time as a successor Delaware Trustee, fulfilling the requirements of Section 3807(a) of the Trust Act, has been appointed and has accepted such appointment, and provided further that any removal of the Trustee shall be effective only at such time as a successor Trustee has been appointed and has accepted such appointment.  The Trust Unitholders present or represented at any such meeting where a trustee is removed may elect, in accordance with the requirements of Article VIII of this Agreement, a successor trustee at such meeting, who may accept such appointment effective as of the close of such meeting.

Section 6.05Appointment of Successor Delaware Trustee or Trustee.  In the event of the resignation or removal of the Entity serving as the Delaware Trustee or the Trustee or if any such Entity has given notice of its intention to resign as the Delaware Trustee or the Trustee, (i) with respect to the Delaware Trustee, the Trustee may appoint a successor Delaware Trustee, or (ii) with respect to either the Delaware Trustee or the Trustee, the Trust Unitholders represented at a meeting held in accordance with the requirements of Article VIII may appoint a successor trustee.  Nominees for appointment may be made by (i) MV Partners, (ii) the resigned, resigning or removed trustee or (iii) any Trust Unitholder or Trust Unitholders owning of record at least 10% of the then outstanding Trust Units.  Any successor to the Trustee shall be a bank or trust company having combined capital, surplus and undivided profits of at least $100,000,000. Any successor to the Delaware Trustee shall be a bank or trust company having its principal place of business in the State of Delaware and having combined capital, surplus and undivided profits of at least $20,000,000. Notwithstanding any provision herein to the contrary, in the event that a new trustee has not been approved within 60 days after a notice of resignation, a vote of Trust Unitholders removing a Trustee or other occurrence of a vacancy, a successor trustee may be appointed by any State or Federal District Court having jurisdiction in New Castle County, Delaware, upon the application of any Trust Unitholder, MV Partners or the Entity tendering its resignation or being removed as trustee filed with such court, and in the event any such application is filed, such court may appoint a temporary trustee at any time after such application is filed, which shall, pending the final appointment of a trustee, have such powers and duties as the court appointing such temporary trustee shall provide in its order of appointment, consistent with the provisions of this Agreement. Any such temporary trustee need not meet the minimum standards of capital, surplus and undivided profits otherwise required of a successor trustee under this Section 6.05. Nothing herein shall prevent the same Entity from serving as both the Delaware Trustee and the Trustee if it meets the qualifications thereof.

Immediately upon the appointment of any successor trustee, all rights, titles, duties, powers and authority of the succeeded trustee hereunder (except to the succeeded trustee’s rights to amounts payable under Article VII or Section 6.02 hereof accruing through the appointment of such successor trustee) shall be vested in and undertaken by the successor trustee, which shall be entitled to receive from the predecessor trustee all of the Trust Estate held by it hereunder and all records and files of the predecessor trustee in connection therewith. Any resigning or removed trustee shall account to its successor for its administration of the Trust. All successor trustees shall be fully protected in relying upon such accounting and no successor trustee shall be obligated to examine or seek alteration of any account of any preceding trustee, nor shall any successor trustee be personally liable for failing to do so or for any act or omission of any

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preceding trustee. The preceding sentence shall not prevent any successor trustee or anyone else from taking any action otherwise permissible in connection with any such account.

Section 6.06Laws of Other Jurisdictions.  If notwithstanding the other provisions of this Agreement (including, without limitation, Section 12.06 hereof) the laws of jurisdictions other than the State of Delaware (each being referred to below as “such jurisdiction”) apply to the administration of the Trust or the Trust Estate under this Agreement, the following provisions shall apply. If it is necessary or advisable for a trustee to serve in such jurisdiction and if the Trustee is disqualified from serving in such jurisdiction or for any other reason fails or ceases to serve there, the ancillary trustee in such jurisdiction shall be such Entity, which need not meet the requirements set forth in the third sentence of Section 6.05 of this Agreement, as shall be designated in writing by MV Partners and the Trustee.  To the extent permitted under the laws of such jurisdiction, MV Partners and the Trustee may remove the trustee in such jurisdiction, without cause and without necessity of court proceeding, and may or may not appoint a successor trustee in such jurisdiction from time to time.  The trustee serving in such jurisdiction shall, to the extent not prohibited under the laws of such jurisdiction, appoint the Trustee to handle the details of administration in such jurisdiction.  The trustee in such jurisdiction shall have all rights, powers, discretions, responsibilities and duties as are delegated in writing by the Trustee, subject to such limitations and directions as shall be specified by the Trustee in the instrument evidencing such appointment.  Any trustee in such jurisdiction shall be responsible to the Trustee for all assets with respect to which such trustee is empowered to act.  To the extent the provisions of this Agreement and Delaware law cannot be made applicable to the administration in such jurisdiction, the rights, powers, duties and liabilities of the trustee in such jurisdiction shall be the same (or as near the same as permitted under the laws of such jurisdiction if applicable) as if governed by Delaware law. In all events, the administration in such jurisdiction shall be as free and independent of court control and supervision as permitted under the laws of such jurisdiction.  The fees and expenses of any ancillary trustee shall constitute an administrative expense of the Trust payable from the Trust Estate.  Whenever the term “Trustee” is applied in this Agreement to the administration in such jurisdiction, it shall refer only to the trustee then serving in such jurisdiction.

Section 6.07Reliance on Experts.  The Trustee and the Delaware Trustee may, but shall not be required to, consult with counsel (which may but need not be counsel to MV Partners), accountants, tax advisors, geologists, engineers and other parties deemed by the Trustee or the Delaware Trustee to be qualified as experts on the matters submitted to them, and, subject to Section 6.01 but notwithstanding any other provision of this Agreement the opinion or advice of any such party on any matter submitted to it by the Trustee or the Delaware Trustee shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Trustee or the Delaware Trustee hereunder in good faith in reliance upon and in accordance with the opinion or advice of any such party. Each of the Trustee and the Delaware Trustee is authorized to make payments of all reasonable fees for services and expenses thus incurred out of the Trust Estate. Neither the Delaware Trustee nor the Trustee shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Delaware Trustee and the Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such

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resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner or ascertainment of which is not specifically prescribed herein, the Delaware Trustee and the Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or any assistant treasurer and by the secretary or any assistant secretary of the relevant party, as to such fact or matter, and such certificate shall constitute full protection and authorization to the Delaware Trustee and the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

Section 6.08Force Majeure.  The Trustee and the Delaware Trustee shall not incur any liability to any Trust Unitholder if, by reason of any current or future law or regulation thereunder of the federal government or any other governmental authority, or by reason of any act of God, war or other circumstance beyond its control, the Trustee or the Delaware Trustee is prevented or forbidden from doing or performing any act or thing required by the terms hereof to be done or performed; nor shall the Trustee or the Delaware Trustee incur any liability to any Trust Unitholder by reason of any nonperformance or delay caused as aforesaid in the performance of any act or thing required by the terms hereof to be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for herein caused as aforesaid.

Section 6.09Failure of Action by MV Partners.  In the event that MV Partners shall fail or is unable to take any action as required under any provision of this Agreement, the Trustee is empowered to take such action. 

Section 6.10Action Upon Instructions.  Whenever the Delaware Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, the Delaware Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Trustee requesting instruction as to the course of action to be adopted, and, to the extent the Delaware Trustee acts in good faith in accordance with any such instruction received, the Delaware Trustee shall not be liable on account of such action to any Person.  If the Delaware Trustee shall not have received appropriate instructions within ten calendar days of sending such notice to the Trustee (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement, and the Delaware Trustee shall have no liability to any Person for any such action or inaction.

Section 6.11Management of Trust Estate.  The Delaware Trustee shall have no duty or obligation to manage, control, prepare, file or maintain any report, license or registration, use, sell, dispose of or otherwise deal with the Trust Estate, or otherwise to take or refrain from taking any action under or in connection with this Agreement, or any other document or instrument, except as expressly required hereby.

Section 6.12Validity.  The Delaware Trustee shall not be responsible for or in respect of and makes no representations as to the validity or sufficiency of any provision of this Agreement or for the due execution hereof by the other parties hereto or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, and the Delaware Trustee

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shall in no event assume or incur any liability, duty or obligation to MV Partners, the Trustee or any Trust Unitholder, other than as expressly provided for herein.  The Delaware Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any of the Trust Units.

Section 6.13Rights and Powers; Litigation.  The Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation or arbitration under this Agreement or otherwise or in relation to this Agreement, at the request, order or direction of the Trustee, any Trust Unitholder or MV Partners unless the Trustee, Trust Unitholder or MV Partners, as the case may be, has or have offered to the Delaware Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Delaware Trustee therein or thereby.  The Delaware Trustee shall be under no obligation to appear in, prosecute or defend any action, or to take any other action other than the giving of notices, which in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such security and indemnity against such expense or liability as it may reasonably require.  The right of the Delaware Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Delaware Trustee shall not be personally liable or accountable for the performance of any such act except as specifically provided in Section 6.01.

Section 6.14No Duty to Act Under Certain Circumstances.  Notwithstanding anything contained herein to the contrary, the Delaware Trustee will not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action would (i) require the consent of approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than in the State of Delaware, (ii) result in any fee, tax or governmental charge under the laws of any jurisdiction or any political subdivisions thereof other than the State of Delaware becoming payable by the Delaware Trustee or (iii) subject the Delaware Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Delaware Trustee contemplated hereby.

ARTICLE VII
COMPENSATION OF THE TRUSTEE AND THE DELAWARE TRUSTEE

Section 7.01Compensation of Trustee and Delaware Trustee.  The Entity serving as the Trustee hereunder shall receive an annual fee of $150,000 as compensation for its services as the Trustee hereunder.  The Entity serving as the Delaware Trustee hereunder shall receive compensation for its services as the Delaware Trustee hereunder as set forth in the Fee Agreement attached hereto as Schedule A.  Entities serving as the Trustee or the Delaware Trustee hereunder shall be reimbursed for all actual expenditures made in connection with administration of the Trust, including those made on account of any unusual duties in connection with matters pertaining to the Trust and the reasonable compensation and expenses of their counsel, accountants or other skilled persons and of all other persons not regularly in their employ.  Any unusual or extraordinary services rendered by the Entity serving as Trustee or by the Entity serving as Delaware Trustee in connection with the administration of the Trust shall be

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treated as trustee administrative services for purpose of computing the respective administrative fee to be paid to each Entity serving as trustee hereunder.

Section 7.02Reimbursement of MV Partners.  MV Partners shall be entitled to reimbursement from the Trust for all out-of-pocket costs and expenses paid by MV Partners, acting in its capacity as Agent of the Trust (including without limitation legal, accounting, engineering and printing costs), but excluding those costs and expenses specified in Section 3.12(a) and in Section 6.02(b) of this Agreement as costs and expenses to be paid by MV Partners, promptly upon submission of written evidence thereof to the Trustee. 

Section 7.03Source of Funds.  Except as provided in Section 6.02(b) of this Agreement, all compensation, reimbursements, and other charges owing to any Entity as a result of its services as a trustee hereunder shall constitute indebtedness hereunder, shall be payable by the Trust out of the Trust Estate and such Entity shall have a lien on the Trust Estate for payment of such compensation, reimbursements and other charges, entitling such Entities to priority as to payment thereof over payment to any other Person under this Agreement.

Section 7.04Ownership of Units by MV Partners, the Delaware Trustee and the Trustee.  Each of the Delaware Trustee and the Trustee, in its individual or other capacity, may become the owner or pledgee of Trust Units with the same rights it would have if it were not a trustee hereunder. MV Partners and each of its Affiliates may become the owner of Trust Units with the same rights and entitled to the same benefits as any other Trust Unitholder.

ARTICLE VIII
MEETINGS OF TRUST UNITHOLDERS

Section 8.01Purpose of Meetings.  A meeting of the Trust Unitholders may be called at any time and from time to time pursuant to the provisions of this Article VIII to transact any matter that the Trust Unitholders may be authorized to transact.

Section 8.02Call and Notice of Meetings.  Any such meeting of the Trust Unitholders may be called by the Trustee or by Trust Unitholders owning of record not less than 10% in number of the then outstanding Trust Units. The Trustee may, but shall not be obligated to, call meetings of Trust Unitholders to consider amendments, waivers, consents and other changes relating to the Conveyance or the Hedge Agreements Assignment. In addition, at the written request of the Delaware Trustee, unless the Trustee appoints a successor Delaware Trustee in accordance with Section 6.05, the Trustee shall call such a meeting but only for the purpose of appointing a successor to the Delaware Trustee upon its resignation. All such meetings shall be held at such time and at such place as the notice of any such meeting may designate. Except as may otherwise be required by any applicable law or by any securities exchange on which the Trust Units may be listed or admitted to trading, written notice of every meeting of the Trust Unitholders signed by the Trustee or the Trust Unitholders calling the meeting, setting forth the time and place of the meeting and in general terms the matters proposed to be acted upon at such meeting, shall be given in person or by mail not more than 60 nor less than 20 days before such meeting is to be held to all of the Trust Unitholders of record at the close of business on a record date selected by the Trustee (the “Record Date Trust Unitholders”), which shall be not more than 60 days before the date of such mailing. If such

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notice is given to any Trust Unitholder by mail, it shall be directed to such Trust Unitholder at its last address as shown by the ownership ledger of the Trustee and shall be deemed duly given when so addressed and deposited in the United States mail, postage paid. No matter other than that stated in the notice shall be acted upon at any meeting unless such action is approved by the Trust Unitholders. Only Record Date Trust Unitholders shall be entitled to notice of and to exercise rights at or in connection with the meeting.  All costs associated with calling any meeting of the Trust Unitholders shall be borne by the Trust other than a meeting of the Trust Unitholders called by Trust Unitholders owning of record not less than 10% in number of the then outstanding Trust Units, which costs shall be borne by the Trust Unitholders that called such meeting of Trust Unitholders.

Section 8.03Method of Voting and Vote Required.  Each Record Date Trust Unitholder shall be entitled to one vote for each Trust Unit owned by such Record Date Trust Unitholder, and any Record Date Trust Unitholder may vote in person or by duly executed written proxy. At any such meeting, the presence in person or by proxy of Record Date Trust Unitholders holding a majority of the Trust Units held by all Record Date Trust Unitholders shall constitute a quorum, and, except as otherwise provided herein, any matter shall be deemed to have been approved by the Trust Unitholders (including, but not limited to, appointment of a successor trustee and approval of amendments, waivers, consents and other changes relating to the Conveyance or the Hedge Agreements Assignment) if it is approved by the vote of Record Date Trust Unitholders holding more than 50% of the Trust Units represented at the meeting.

Section 8.04Conduct of Meetings.  The Trustee may make such reasonable regulations consistent with the provisions hereof as it may deem advisable for any meeting of the Trust Unitholders, for the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, the preparation and use at the meeting of a list authenticated by or on behalf of the Trustee of the Trust Unitholders entitled to vote at the meeting and such other matters concerning the conduct of the meeting as it shall deem advisable.

ARTICLE IX
DURATION, REVOCATION AND TERMINATION OF TRUST

Section 9.01Revocation.  Subject to the third sentence of this Section 9.01, the Trust is and shall be irrevocable and MV Partners, as trustor, after the Closing, retains no power to alter, amend (except as provided otherwise in this Article IX and in Section 10.02 hereof), revoke or terminate the Trust. The Trust shall be terminable only as provided in Section 9.02 of this Agreement, and shall continue until so terminated. Prior to the Closing, MV Partners may revoke the Trust by written notice to the Trustee, in which event the Trustee shall reconvey the Trust Estate, less any expenses or liabilities of the Trust, to MV Partners.

Section 9.02Termination.  The Trust shall dissolve and commence winding-up its business and affairs upon the first to occur of the following events or times:

(a)the disposition of all of the Net Profits Interest and any assets (other than cash), tangible or intangible, including accounts receivable and claims or rights to payment, constituting the Trust Estate;

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(b)the action by Trust Unitholders of record holding a majority of the then outstanding Trust Units in accordance with Article VIII of this Agreement to terminate the Trust;

(c)annual cash proceeds received by the Trust attributable to the Net Profits Interest and the Hedge Agreements Assignment are less than $1 million for each of two consecutive years; and

(d)the Liquidation Date.

Section 9.03Disposition and Distribution of Assets and Properties.  Notwithstanding the dissolution of the Trust pursuant to Section 9.02, the Trustee and the Delaware Trustee shall continue to act as trustees of the Trust Estate and as such shall exercise the powers granted under this Agreement until their duties have been fully performed and the Trust Estate finally distributed so that the affairs of the Trust may be liquidated and wound up. Upon the dissolution of the Trust, the Trustee shall sell for cash in one or more sales all the properties other than cash then constituting the Trust Estate.  The net proceeds from any sale of the Net Profits Interest made as provided in Section 3.02 or the properties other than cash then constituting the Trust Estate shall be Sales Proceeds Amounts, which are treated as cash receipts of the Trust during the Quarterly Period in which the net proceeds are received; provided that the Trustee shall first pay, satisfy and discharge all liabilities of the Trust, or if necessary, set up cash reserves in such amounts as the Trustee in its discretion deems appropriate for contingent liabilities in accordance with Section 3808 of the Trust Act. The Trustee shall not be required to obtain approval of the Trust Unitholders prior to performing any of its duties pursuant to this Section 9.03. Notwithstanding anything herein to the contrary, in no event may the Trustee distribute the Net Profits Interest to the Trust Unitholders.  Upon making final distribution to the Trust Unitholders, the Trustee shall direct the Delaware Trustee to file, and Delaware Trustee shall file or cause to be filed, a certificate of cancellation of the Trust’s Certificate of Trust in accordance with Section 2.01 hereof and Section 3811 of the Trust Act. Upon the filing of such certificate of cancellation, neither the Trustee nor the Entity serving in such capacity shall have any further duty or obligation hereunder, and neither the Trustee nor the Entity serving in such capacity shall be under further liability except as provided in Section 6.01.

Section 9.04Reorganization or Business Combination.

(a)The Trust may merge or consolidate with or into one or more limited partnerships, general partnerships, corporations, statutory trusts, common law trusts, limited liability companies, or associations, or unincorporated businesses in accordance with Section 3815 of the Trust Act if such transaction (i) is agreed to by the Trustee and by the affirmative vote of Trust Unitholders owning more than 50% of the then outstanding Trust Units at a meeting duly called and held in accordance with Article VIII, and (ii) is permitted under the Trust Act and any other applicable law. The Trustee shall give prompt notice of such reorganization or business combination to the Delaware Trustee. Pursuant to and in accordance with the provisions of Section 3815(f) of the Trust Act, and notwithstanding anything else herein, an agreement of merger or consolidation approved in accordance with this Section and Section 3815(a) of the Trust Act may effect any amendment to this Agreement or effect the adoption of a new trust agreement if it is the surviving or resulting trust in the merger or consolidation.

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(b)Upon the effective date of a certificate of merger duly filed in accordance with the Trust Act, the following shall be deemed to occur, in addition to such effects as may be specified under the Trust Act as then in effect:

(i)all of the rights, privileges and powers of each of the business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities shall be vested in the surviving business entity and, after the merger or consolidation, shall be the property of the surviving business entity to the extent they were part of each constituent business entity;

(ii)the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and shall not be in any way impaired because of the merger or consolidation;

(iii)all rights of creditors and all liens on or security interest in property of any of those constituent business entities shall be preserved unimpaired;

(iv)all debts, liabilities and duties of those constituent business entities shall attach to the surviving or resulting business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contacted by it; and

(v)if the Trust is the surviving or resulting entity, the governing instrument of the Trust shall be amended or a new governing instrument adopted as set forth in the certificate of merger.

(c)A merger or consolidation effected pursuant to this Section 9.04 shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another having occurred.

ARTICLE X
AMENDMENTS

Section 10.01Prohibited Amendments. After the Closing, no amendment may be made to any provision of this Agreement that would:

(a)increase the power of the Delaware Trustee or the Trustee to engage in business or investment activities;

(b)alter the right of the Trust Unitholders vis-a-vis each other; or

(c)unless consented to in writing by MV Partners, have the effect of amending Sections 3.02, 6.02, 7.02, 9.02, 9.03, 10.01 or 10.02 hereof.

Section 10.02Permitted Amendments.  Prior to the Closing, amendments to the provisions of this Agreement may be made by mutual agreement of the Delaware Trustee, the Trustee and MV Partners, jointly, and no party shall have liability to any Trust Unitholder for any amendment, including any amendment that increases or decreases any right, benefit or

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liability of any present or future Trust Unitholder.  After the Closing, the Delaware Trustee and the Trustee may, jointly, from time to time supplement or amend this Agreement, the Conveyance or the Hedge Agreements Assignment without the approval of Trust Unitholders in order to cure any ambiguity, to correct or supplement any provision contained herein or therein which may be defective or inconsistent with any other provisions herein or therein, to grant any benefit to all of the Trust Unitholders, or to change the name of the Trust, provided that such supplement or amendment does not adversely affect the interests of the Trust Unitholders, and provided further that any amendment to this Agreement made to change the name of the Trust in accordance with Section 12.04 hereof or otherwise shall be conclusively deemed not to affect adversely the interests of the Trust Unitholders. The Trustee and the Delaware Trustee, subject to the provisions of Sections 6.01 and 6.07 are entitled to, and may rely upon, a written opinion of counsel as conclusive evidence that any amendment or supplement pursuant to the immediately preceding sentence complies with the provisions of this Section 10.02. All other permitted amendments to the provisions of this Agreement may be made only by a vote of the Trust Unitholders of record holding a majority of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII. No amendment that increases the obligations, duties or liabilities or affects the rights of the Delaware Trustee, the Trustee or any Entity serving in any such capacity shall be effective without the express written approval of such trustee or Entity.

ARTICLE XI
ARBITRATION

THE TRUST UNITHOLDERS, TRUSTEE AND MV PARTNERS AGREE THAT, EXCEPT AS PROVIDED IN PARAGRAPH (I) OF THIS ARTICLE XI, ANY DISPUTE, CONTROVERSY OR CLAIM THAT MAY ARISE BETWEEN OR AMONG MV PARTNERS (ON THE ONE HAND) AND THE TRUST OR THE TRUSTEE (ON THE OTHER HAND) IN CONNECTION WITH OR OTHERWISE RELATING TO THIS AGREEMENT, THE CONVEYANCE OR THE HEDGE AGREEMENTS ASSIGNMENT OR THE APPLICATION, IMPLEMENTATION, VALIDITY OR BREACH OF THIS AGREEMENT, THE CONVEYANCE OR THE HEDGE AGREEMENTS ASSIGNMENT OR ANY PROVISION OF THIS AGREEMENT, THE CONVEYANCE OR THE HEDGE AGREEMENTS ASSIGNMENT (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED ON CONTRACT, TORT OR STATUTE), SHALL BE FINALLY, CONCLUSIVELY AND EXCLUSIVELY SETTLED BY BINDING ARBITRATION IN WICHITA, KANSAS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES (THE “RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION OR ANY SUCCESSOR THERETO (“AAA”) THEN IN EFFECT.  THE TRUST UNITHOLDERS, TRUSTEE AND MV PARTNERS (AND ON BEHALF OF THE TRUST) HEREBY EXPRESSLY WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TRIAL BY JURY, WITH RESPECT TO ANY MATTER SUBJECT TO ARBITRATION PURSUANT TO THIS ARTICLE XI.  THE TRUST UNITHOLDERS, TRUSTEE OR MV PARTNERS MAY BRING AN ACTION, INCLUDING, WITHOUT LIMITATION, A SUMMARY OR EXPEDITED PROCEEDING, IN ANY COURT HAVING JURISDICTION, TO COMPEL ARBITRATION OF ANY DISPUTE, CONTROVERSY OR CLAIM TO WHICH THIS ARTICLE XI APPLIES. EXCEPT WITH RESPECT TO THE FOLLOWING PROVISIONS (THE “SPECIAL PROVISIONS”) WHICH SHALL APPLY

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WITH RESPECT TO ANY ARBITRATION PURSUANT TO THIS ARTICLE XI, THE INITIATION AND CONDUCT OF ARBITRATION SHALL BE AS SET FORTH IN THE RULES, WHICH RULES ARE INCORPORATED IN THIS AGREEMENT BY REFERENCE WITH THE SAME EFFECT AS IF THEY WERE SET FORTH IN THIS AGREEMENT.

(a)In the event of any inconsistency between the Rules and the Special Provisions, the Special Provisions shall control.  References in the Rules to a sole arbitrator shall be deemed to refer to the tribunal of arbitrators provided for under subparagraph (c) below in this Article XI.

(b)The arbitration shall be administered by AAA.

(c)The arbitration shall be conducted by a tribunal of three arbitrators.  Within ten days after arbitration is initiated pursuant to the Rules, the initiating party or parties (the “Claimant”) shall send written notice to the other party or parties (the “Respondent”), with a copy to the Dallas, Texas office of AAA, designating the first arbitrator (who shall not be a representative or agent of any party but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Claimant to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to completely perform arbitral duties).  Within ten days after receipt of such notice, the Respondent shall send written notice to the Claimant, with a copy to the Dallas, Texas office of AAA and to the first arbitrator, designating the second arbitrator (who shall not be a representative or agent of any party, but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Respondent to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to competently perform arbitral duties).  Within ten days after such notice from the Respondent is received by the Claimant, the Respondent and the Claimant shall cause their respective designated arbitrators to select any mutually agreeable AAA panel member as the third arbitrator.  If the respective designated arbitrators of the Respondent and the Claimant cannot so agree within said ten day period, then the third arbitrator will be determined pursuant to the Rules.  For purposes of this Article XI, MV Partners (on the one hand) and the Trust and the Trustee (on the other hand) shall each be entitled to the selection of one arbitrator.  Prior to commencement of the arbitration proceeding, each arbitrator shall have provided the parties with a resume outlining such arbitrator’s background and qualifications and shall certify that such arbitrator is not a representative or agent of any of the parties.  If any arbitrator shall die, fail to act, resign, become disqualified or otherwise cease to act, then the arbitration proceeding shall be delayed for 15 days and the party by or on behalf of whom such arbitrator was appointed shall be entitled to appoint a substitute arbitrator (meeting the qualifications set forth in this Article XI) within such 15-day period; provided, however, that if the party by or on behalf of whom such arbitrator was appointed shall fail to appoint a substitute arbitrator within such fifteen day period, the substitute arbitrator shall be a neutral arbitrator appointed by the AAA arbitrator within 15 days thereafter.

(d)All arbitration hearings shall be commenced within 120 days after arbitration is initiated pursuant to the Rules, unless, upon a showing of good cause by a party to the arbitration, the tribunal of arbitrators permits the extension of the commencement of such hearing; provided, however, that any such extension shall not be longer than 60 days.

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(e)All claims presented for arbitration shall be particularly identified and the parties to the arbitration shall each prepare a statement of their position with recommended courses of action.  These statements of position and recommended courses of action shall be submitted to the tribunal of arbitrators chosen as provided hereinabove for binding decision.  The tribunal of arbitrators shall not be empowered to make decisions beyond the scope of the position papers.

(f)The arbitration proceeding will be governed by the substantive laws of the State of Delaware and will be conducted in accordance with such procedures as shall be fixed for such purpose by the tribunal of arbitrators, except that (i) discovery in connection with any arbitration proceeding shall be conducted in accordance with the Federal Rules of Civil Procedure and applicable case law, (ii) the tribunal of arbitrators shall have the power to compel discovery and (iii) unless the parties otherwise agree and except as may be provided in this Article XI, the arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any provision of state law or other applicable law or procedure inconsistent therewith or which would produce a different result.  The parties shall preserve their right to assert and to avail themselves of the attorney-client and attorney-work-product privileges, and any other privileges to which they may be entitled pursuant to applicable law.  No party to the arbitration or any arbitrator may compel or require mediation and/or settlement conferences without the prior written consent of all such parties and the tribunal of arbitrators.

(g)The tribunal of arbitrators shall make an arbitration award as soon as possible after the later of the close of evidence or the submission of final briefs, and in all cases the award shall be made not later than thirty days following submission of the matter.  The finding and decision of a majority of the arbitrators shall be final and shall be binding upon the parties.  Judgment upon the arbitration award or decision may be entered in any court having jurisdiction thereof or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as the case may be.  The tribunal of arbitrators shall have the authority to assess liability for pre-award and post-award interest on the claims, attorneys’ fees, expert witness fees and all other expenses of arbitration as such arbitrators shall deem appropriate based on the outcome of the claims arbitrated.  Unless otherwise agreed by the parties to the arbitration in writing, the arbitration award shall include findings of fact and conclusions of law.

(h)Nothing in this Article XI shall be deemed to (i) limit the applicability of any otherwise applicable statute of limitations or repose or any waivers contained in this Agreement, (ii) constitute a waiver by any party hereto of the protections afforded by 12 U.S.C. § 91 or any successor statute thereto or any substantially equivalent state law, (iii) restrict the right of the Trustee to make application to any state or federal district court having jurisdiction in Wichita, Kansas, to appoint a successor Trustee or to request instructions with regard to any provision in this Agreement when the Trustee is unsure of its obligations thereunder, or (iv) apply to the Delaware Trustee.

(i)This Article XI shall preclude participation by the Trust in any class action brought against MV Partners by any Person who is not a Trust Unitholder and the Trustee shall opt out of any such class action in which the Trust is a purported class member, but shall not preclude participation by the Trust in any such action brought by a Trust Unitholders or in which

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Trust Unitholders holding more than 50% of the Trust Units represented at a duly called and held meeting of the Trust Unitholders in accordance with Section 8.02 request the Trustee to participate.

ARTICLE XII
MISCELLANEOUS

Section 12.01Inspection of Books.  Each Trust Unitholder and its duly authorized agents and attorneys shall have the right, at its own expense and during reasonable business hours upon reasonable prior notice, to examine and inspect the records (including, without limitation, the ownership ledger) of the Trust and the Trustee in reference thereto for any purpose reasonably related to the Trust Unitholder’s interest as a Trust Unitholder. The Trustee and its duly authorized Agents (including attorneys) shall have the right, at the expense of the Trust and during reasonable business hours upon reasonable prior written notice, to examine and inspect the records of MV Partners relating to the Net Profits Interest and the Underlying Properties.

Section 12.02Disability of a Trust Unitholder.  Any payment or distribution to a Trust Unitholder may be made by check of the Trustee drawn to the order of the Trust Unitholder, regardless of whether or not the Trust Unitholder is a minor or under other legal disability, without the Trustee having further responsibility with respect to such payment or distribution. This Section 12.02 shall not be deemed to prevent the Trustee from making any payment or distribution by any other method that is appropriate under law.

Section 12.03Merger or Consolidation of Delaware Trustee or Trustee.  Neither a change of name of either the Delaware Trustee or the Trustee, nor any merger or consolidation of its corporate powers with another bank or with a trust company, nor the sale or transfer of all or substantially all of its institutional and corporate trust operations to a separate bank, trust company, corporation or other business entity or such resulting or successor party’s right or capacity to act hereunder; provided, however, that the Delaware Trustee or any successor thereto shall maintain its principal place of business in the State of Delaware; and provided further that, in the case of any successor Trustee or Delaware Trustee, it shall continue to meet the requirements of Section 6.05 of this Agreement.

Section 12.04Change in Trust Name.  Upon the written request by MV Partners submitted to the Trustee and the Delaware Trustee, the Trustee shall, without the vote or consent of any Trust Unitholders, take all action necessary to change the name of the Trust to a name mutually agreeable to the Trustee and MV Partners and, upon effecting such name change, the Delaware Trustee, acting pursuant to the written instructions of the Trustee, shall amend the Certificate of Trust on file in the office of the Secretary of State of Delaware to reflect such name change.

Section 12.05Filing of this Agreement. There is no obligation on the part of the Trustee that this Agreement or any executed copy hereof be filed in any county in which any of the Trust Estate is located, but the same may be filed for record in any county by the Trustee. In order to avoid the necessity of filing this Agreement for record, each of the Delaware Trustee and the Trustee agrees that for the purpose of vesting the record title to the Trust Estate in any

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successor trustee, the succeeded trustee shall, upon appointment of any successor trustee, execute and deliver to such successor trustee appropriate assignments or conveyances.

Section 12.06Choice of Law.  This Agreement and the Trust shall be governed by the laws of the State of Delaware (without regard to the conflict of laws principles thereof) in effect at any applicable time in all matters, including the validity, construction and administration of this Agreement and the Trust, the enforceability of the provisions of this Agreement, all rights and remedies hereunder, and the services of the Delaware Trustee and Trustee hereunder.  Furthermore, except as otherwise provided in this Agreement, the rights, powers, duties and liabilities of the Delaware Trustee, the Trustee and the Trust Unitholders shall be as provided under the Trust Act and other applicable laws of the State of Delaware and the United States of America in effect at any applicable time; provided, however, that there shall not be applicable to the Trustee, the Delaware Trustee, the Trust Unitholders, the Trust or this Agreement any provision of the laws (common or statutory) of the State of Delaware pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof, (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets or (vii) the establishment of fiduciary or other standards of responsibility or limitations on the acts or powers of trustees that are inconsistent with the limitations or authorities and powers of the trustees hereunder as set forth or referenced in this Agreement.  Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust.

Section 12.07Separability.  If any provision of this Agreement or the application thereof to any Person or circumstances shall be finally determined by a court of proper jurisdiction to be illegal, invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to Persons or circumstances other than those as to which it is held illegal, invalid or unenforceable shall not be affected thereby, and every remaining provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Section 12.08Notices.  Any and all notices or demands permitted or required to be given under this Agreement shall be in writing and shall be validly given or made if (a) personally delivered, (b) delivered and confirmed by facsimile or like instantaneous transmission service, or by Federal Express or other overnight courier delivery service, which shall be effective as of confirmation of receipt by the courier at the address for notice hereinafter stated, (c) solely in the case of notice to any Trust Unitholder, by press release in a nationally recognized and distributed media or (d) deposited in the United States mail, first class, postage prepaid, certified or registered, return receipt requested, addressed as follows:

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If to the Trustee, to:

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

Facsimile No.:  (512) 479-2253

With a copy to:

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Attention:  David C. Buck

Facsimile No.: (713) 238-7126

If to the Delaware Trustee, to:

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890-1615

Attention:  Corporate Trust Administration

Facsimile No.:  (302) 636-4140

With a copy to:

Dorsey & Whitney (Delaware) LLP

1105 North Market Street, Suite 1600

Wilmington, Delaware 19801

Attention:  Ross E. Antonacci

Facsimile No.:  (302) 351-8610

If to MV Partners, to:

250 N. Water, Suite 300

Wichita, Kansas 67202

Attention:  David L. Murfin

Facsimile No.: (316) 267-6004

With a copy to:

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2300

Attention:  Thomas P. Mason

Facsimile No.: (713) 615-5320

If to a Trust Unitholder, to:

The Trust Unitholder at its last address as shown on the ownership records maintained by the Trustee

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Notice that is mailed in the manner specified shall be conclusively deemed given three days after the date postmarked or upon receipt, whichever is sooner.  Any party to this Agreement may change its address for the purpose of receiving notices or demands by notice given as provided in this Section 12.08.

Section 12.09Counterparts.  This Agreement may be executed in a number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, MV Partners, the Trustee and the Delaware Trustee have caused this Agreement to be duly executed the day and year first above written.

	MV PARTNERS, LLC
	By:		MV Energy, LLC,
			its Manager
	By:		Murfin, Inc.,
ATTEST:			Member
/s/ Robert D. Young	By:	/s/ David L. Murfin
Name: Robert D. Young	Name:		David L. Murfin
Title: President	Title:		President
ATTEST:	THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION
/s/ Sarah Newell	By:	/s/ Mike J. Ulrich
Name: Sarah Newell	Name:		Mike J. Ulrich
Title: Trust Associate	Title:		Vice President and Trust Officer
ATTEST:	WILMINGTON TRUST COMPANY
/s/ Robert J. Perkins	By:	/s/ Michele C. Harra
Name: Robert J. Perkins	Name:		Michele C. Harra
Title: Senior Financial Service Officer	Title:		Financial Services Officer

Signature Page to Amended and Restated Trust Agreement

EX-4.1

Exhibit 4.1

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 JANUARY 24, 2007

REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of January 24, 2007 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.

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“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 180th 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.

“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

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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.

“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.

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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.

(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

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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

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be filed at least three (3) Business Days prior to the filing of such Registration Statement or amendment thereto or Prospectus or supplement thereto.

(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

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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.

(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

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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 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

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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 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

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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

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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, (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

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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 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

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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 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

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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 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

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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 approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting

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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, 1st Floor
Austin, Texas 78701
Attention:  Mike J. Ulrich
Fax: (512) 479-2553

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with a copy to:

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

(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

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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 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

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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:	/s/ David L. Murfin
Name:	David L. Murfin
Title:	President
THE BANK OF NEW YORK TRUST
	COMPANY, N.A., as trustee of MV Oil Trust
By:	/s/ Mike J. Ulrich
Name:	Mike J. Ulrich
Title:	Vice President

Signature Page to Registration Rights Agreement

EX-5.1

Exhibit 5.1

January 25, 2007

TO THE PARTIES LISTED ON

SCHEDULE A HERETO

Re:          MV Oil Trust

We have acted as special Delaware counsel for MV Oil Trust, a Delaware statutory trust (the “Trust”), solely in connection with the matters set forth herein.  This opinion letter is being delivered to you at your request.  Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Trust Agreement (as hereinafter defined) except that reference herein to any document means such document as in effect on the date hereof.

In rendering the opinions set forth below, we have examined the originals, or copies certified to our satisfaction, of the following documents:

a.             The Trust Agreement of the Trust, dated as of August 3, 2006 (the “Original Trust Agreement”), by and among MV Partners, LLC (“MV Partners”), Wilmington Trust Company (“WTC”), and The Bank of New York Trust Company, National Association (“BNY”);

b.             The Amended and Restated Trust Agreement of the Trust (the “Trust Agreement”), attached as an exhibit to the Current Report (as hereinafter defined), amending and restating in its entirety the Original Trust Agreement, among MV Partners, WTC and BNY;

c.             The Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 25, 2007 (including the exhibits attached thereto, the “Current Report”), relating to the Trust and the sale by MV Partners of the Trust Units; and

d.             Such other agreements, documents, certificates and other statements of government officials and the Trustee and Delaware Trustee of the Trust and other papers as we deemed relevant and necessary as a basis for such opinions and have relied as to factual matters on representations, warranties and other statements therein.

In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that as of this date:

1.             The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq. (the “DST Act”).

2.             The Trust has the statutory trust power and authority under the DST Act and the Trust Agreement to own property and conduct its business, all as described in the Trust Agreement, and to perform its obligations thereunder.

3.             The Trust Agreement constitutes a legal, valid and binding obligation of the parties thereto, enforceable against each of them in accordance with its terms.

4.             The Trust Units have been duly authorized for issuance by the Trust Agreement and, upon (a) receipt of the consideration for the Trust Units by the Trust and (b) the entry of a notation in an ownership ledger maintained by the Trustee for the purpose of evidencing the ownership of the Trust Units pursuant to Section 4.01 of the Trust Agreement, all as described in the Trust Agreement, the Trust Units issued to MV Partners will constitute valid, fully paid and non-assessable beneficial interests in the assets of the Trust, entitled to the benefits of the Trust Agreement.

5.             Pursuant to Section 3803 of the DST Act, upon the valid issuance of the Trust Units to the Trust Unitholders in accordance with Section 4.01 of the Trust Agreement, the Trust Unitholders will be entitled to the same limitation of personal liability under Delaware Law as is extended to stockholders of private corporations for profit organized under the General Corporation law of the State of Delaware.

The foregoing opinions are subject to the following assumptions, exceptions, qualifications and limitations, in addition to those above:

A.  The foregoing opinions are limited to the laws of the State of Delaware as enacted and currently in effect, excluding the securities and anti-trust laws thereof and laws, rules and regulations relating to the particular nature of the assets of the Trust.  We have not considered and express no opinion on the laws of any other jurisdiction, including, without limitation, federal laws and rules and regulations relating thereto.

B.  The foregoing opinions relating to enforceability are subject to (i) bankruptcy, insolvency, moratorium, reorganization, receivership, fraudulent conveyance, preferential transfer, liquidation and similar laws relating to or affecting rights and remedies of creditors generally, (ii) principles of equity, including, without limitation, applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law),  (iii) standards of good faith, fair dealing, course of dealing, course of performance, materiality and reasonableness that may be applied by a court, considerations of public policy and the exercise of judicial discretion, (iv) federal or state securities law and public policy considerations relating to exculpation, indemnification or contribution, (v) the qualification that enforceability may be limited by a refusal to recognize a purported waiver of a statutory right, and (vi) general rules of law that may render an entire agreement unenforceable if any unenforceable provision thereof is essential to the agreed upon exchange.

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C.  We have assumed that each of the parties (exclusive of the Trust) to each of the documents examined by us is an entity that has been duly formed, is validly existing, and, if applicable, in good standing under the laws of its respective jurisdiction of organization.  We have also assumed the due authorization, execution and delivery of each of the documents examined by us by each of the parties (exclusive of the Trust) thereto, and the power and authority of such parties.  We have also assumed that the documents examined by us do not result in the breach of the terms of, and do not contravene, each party’s (exclusive of the Trust to the extent set forth in paragraph 4 above) constituent documents, any law, rule or regulation applicable to it or any contractual restriction binding upon it.  We have also assumed that each of the documents examined by us does not require under any law, statute, rule or regulation any filing with, or any approval or consent of, any governmental authority.  We have also assumed the legal capacity of any natural persons who are signatories to the documents examined by us.

D.  We have assumed that each document examined by us constitutes the entire agreement among the parties thereto with respect to the subject matter thereof.  We have also assumed that, except as expressly stated in paragraph 3 above, each document examined by us constitutes a legal, valid and binding obligation of each of the parties thereto, enforceable against each of such parties in accordance with its terms.  We have also assumed that all conditions precedent set forth in the documents examined by us have been satisfied.  Without limiting the generality of the foregoing, we have assumed that the Original Trust Agreement as amended and restated by the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, with respect to the creation, operation and termination of the Trust and that the Trust Agreement and the Trust’s certificate of trust are in full force and effect and have not been amended or terminated.

E.  We express no opinion on or under the Uniform Commercial Code (including as in effect in the State of Delaware) and the extent to which any filings thereunder may be required in connection with the transactions contemplated by the Trust Agreement.  We express no opinion as to the creation, attachment, perfection or priority of any security interest or other rights in or title to any properties or other assets described in the Trust Agreement or the documents contemplated thereby.

F.  The opinions rendered herein speak only as of the date of this letter and we undertake no duty to advise you as to any change in law or change in fact occurring after the delivery of this letter that could affect any of the opinions rendered herein.

G.  We have not participated in the preparation of the Current Report and assume no responsibility for its contents.

No partner of Dorsey & Whitney (Delaware) LLP is a director, officer or Trustee of the Trust.

We hereby consent to the use of this opinion in the Current Report.  In giving such consent, we do not admit that we come within the category of persons whose consent is

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required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Dorsey & Whitney (Delaware) LLP

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Schedule A

MV Partners, LLC

Wilmington Trust Company

The Bank of New York Trust Company, National Association

MV Oil Trust

New York Stock Exchange, Inc.

EX-10.1

Exhibit 10.1

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, 1st 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”), pursuant to the Amended and Restated Trust Agreement of the Trust, among MV Partners, LLC, as Trustor, The Bank of New York Trust Company, N.A., as Trustee and Wilmington Trust Company, as Delaware Trustee, 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).

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“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 January 24, 2007.

“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 Mineralsprior 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.

“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.

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“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 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;

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(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:

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(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;

(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;

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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 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.

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

3.1Net 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:

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(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 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

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(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;

(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.

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(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 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

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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

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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;

(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

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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 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

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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.

3.2Accounting.

(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.

(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.

3.3Payment 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

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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.

3.4Overpayment; 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.

3.5Statements.

(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.

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3.6Information/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 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

4.1Operations 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.

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4.2Pooling 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 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.

4.3Non-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.

4.4Marketing/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.

4.5Amendment 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

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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.

4.6Abandonment.  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 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.

4.7Contracts 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

5.1Assignment 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.

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(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.

5.2Sale 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

(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.

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(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.

5.3Release 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.

5.4Farmouts.

(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.

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

6.1Ownership 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

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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.

6.2No 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.

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

6.4No 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

7.1Warranty.  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

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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 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.

7.2Senior 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 in respect of the Subject Interests, Subject Minerals or the proceeds from the sale of the Subject Minerals or the Existing Hedges; 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) subject and subordinate to the Net Profits Interest (and the Net Profits Interest shall not be burdened or encumbered by any such lien, mortgage, security interest or other charge) or (ii) not more than Grantor’s residual interest in the Existing Hedges, (in each case) subject and subordinate to 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

8.1Notices.  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:

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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

8.2Payments.  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.

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

8.4Further 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.

8.5Waivers.  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.

8.6No 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.

8.7Governing 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.

8.8Rule 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

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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).

8.9Tax 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 9.0% 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 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.

8.10Counterparts.

(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.

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A counterpart of the Conveyance containing all property descriptions of Subject Interests will be filed for record in Butler 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.

8.11Binding 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.

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EXECUTED effective for all purposes as of the Effective Time.

GRANTOR:
MV PARTNERS, LLC
By:			MV Energy, LLC,
			its Manager
By:			Murfin, Inc.,
			Member
By:	/s/ David L. Murfin
Name:			David L. Murfin
Title:			President
GRANTEE:
MV OIL TRUST
By its Trustee, The Bank of New York
Trust Company, N.A.
By:		/s/ Mike J. Ulrich
Name:			Mike J. Ulrich
Title:			Vice President

Signature Page to Conveyance of Net Profits Interest

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                           , 2007, 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                           , 2007, 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.

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:

EXHIBIT A

SUBJECT INTERESTS

A-1

EX-10.2

Exhibit 10.2

Administrative Services Agreement

This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is dated as of January 24, 2007 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 1.01Definitions.  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 1.02Construction.  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 2.01Services.  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”).

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Section 2.02Performance 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 2.03Intellectual 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 2.04Independent 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 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 2.05Warranties; 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

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AGREEMENT.  THE PROVISIONS OF THIS SECTION 2.05 WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Section 2.06Disputes.  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 3.01Administrative Services Fee.  The Trust shall pay to the Company in immediately available funds, on or before the 25th 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 25th 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 15th day following each calendar quarter.

Section 3.02Set-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 4.01Force 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.

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ARTICLE V
MISCELLANEOUS

Section 5.01Term 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 5.02Notice.  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

(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

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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 5.03Entire 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 5.04Effect 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 5.05Amendment 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 5.06Assignment.  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 5.07Counterparts.  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 5.08Severability.  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 5.09Further 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 5.10Governing 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:	/s/ David L. Murfin
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:	/s/ Mike J. Ulrich
Name:		Mike J. Ulrich
Title:		Vice President

Signature Page to Administrative Services Agreement

EX-10.3

Exhibit 10.3

ASSIGNMENT OF
HEDGE PROCEEDS

This Assignment of Hedge Proceeds (this “Assignment”) dated as of January 24, 2007 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.

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EXECUTED TO BE EFFECTIVE as of the 24th day of January, 2007.

ASSIGNOR:
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
ASSIGNEE:
MV OIL TRUST
By its Trustee, The Bank of New York
Trust Company, N.A.
By:	/s/ Mike J. Ulrich
Name:		Mike J. Ulrich
Title:		Vice President

Signature Page to Assignment of Hedge Proceeds

EXHIBIT A

HEDGE AGREEMENTS

A-1