RECITALS:Management Agreement • September 15th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas
AGREEMENT OFEnsource Energy Income Fund LP • September 15th, 2005 • Crude petroleum & natural gas • Delaware
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENSOURCE ENERGY PARTNERS, LP DATED AS OF NOVEMBER , 2005Ensource Energy Income Fund LP • November 15th, 2005 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENSOURCE ENERGY PARTNERS, LP dated as of November ___, 2005 (the “Closing Date”) is entered into by and among Ensource Energy Company, LLC, a Delaware limited liability company, as the General Partner, and the Persons that are or become Limited Partners of the Partnership, as provided herein.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • November 4th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
Ensource Energy Income Fund LP, a Delaware limited partnership (“Ensource”), pursuant to a Registration Statement on Form S-4 (Reg. No. 333-126068) (the “Registration Statement”), proposes to effect an exchange offer pursuant to which each depositary unit (the “Depositary Units”) of Eastern American Natural Gas Trust (“NGT”) tendered and not properly withdrawn and accepted for exchange pursuant to this Agreement and the Registration Statement (the “Exchange Offer”) will be exchanged for one common unit of Ensource (the “Common Units”) and a proportionate share of a special cash distribution of $5.9 million (the “Special Cash Distribution”). Subsequent to the Exchange Offer, Ensource proposes to effect a second-step merger in which NGT will be merged with and into Ensource, with Ensource as the surviving entity (the “Merger”). Pursuant to the Merger, the outstanding trust units of NGT (the “Trust Units”) shall be cancelled and shall represent the right to receive 0.4 Common Units for ea
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of ___, 2006, is by and between Ensource Energy, LLC, a Delaware limited liability company (the “Company”), and Marshall M. Eubank (“Executive”).
AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ENSOURCE ENERGY PARTNERS, LPLimited Partnership Agreement • February 13th, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas
WHEREAS, pursuant to the Amended and Restated Agreement of Limited Partnership of ENSOURCE ENERGY PARTNERS, LP dated November 15, 2005, (the “Amended Partnership Agreement”), the General Partner and the Limited Partners entered into and formed a limited partnership for the purposes set forth in the Agreement; and
AGREEMENT AND PLAN OF MERGER (Ensource Energy Income Fund LP)Agreement and Plan of Merger • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger, dated as of , 2005 (this “Agreement”), is entered into by and among Ensource Energy Income Fund LP, a Delaware limited partnership (the “Partnership”), and Eastern American Natural Gas Trust, a Delaware statutory trust (“NGT”). In this Agreement, each of the Partnership and NGT is individually referred to as a “Party,” and those entities are collectively referred to as the “Parties.”
MANAGEMENT AGREEMENTManagement Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made as of the _________ day of , 2005 by and between Ensource Energy Partners LP, a Delaware limited partnership (“EEP”), and Ensource Energy Company LLC, a Delaware limited liability company (“Manager”).
LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE RESERVES MANAGEMENT LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement, dated as of ____ _____, 2005, is hereby duly adopted as the limited liability company agreement of Ensource Reserves Management LLC, a Delaware limited liability company (the “Company”), by the sole Member (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 1, 2006, is entered into by and among Ensource Energy, LLC, a Delaware limited liability company (the “Company”), Lehman Brothers Inc. (“Lehman”), The Ospraie Fund L.P. (“OF”), Ospraie Special Opportunities L.P. (“OSO”), and Ospraie Special Opportunities (Offshore) Master Alternative LLC (“OSO Offshore”; and together with OS and OSO, “Ospraie”), RTR Energy Fund I, LP (“RTR”), Scott W. Smith, Marshall M. Eubank, George K. Hickox, Jr., Jon C. Hughes, Loren B. Singletary and J. Thomas Eubank (collectively, the “Individual Investors”). Each of Lehman, Ospraie, RTR and each of the Individual Investors are referred to herein individually as an “Investor” and together as the “Investors.”
STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This STOCK TRANSFER AGENCY AGREEMENT (the “Agreement”), effective as of ___(the “Effective Date”), is between Ensource Energy Income Fund LP (the “Company”), a Delaware partnership, with its principal office at 7500 San Felipe St., Suite 440, Houston, Texas 77063, and Computershare Trust Company, Inc. (“Computershare”), a Colorado limited purpose trust company, with its principal office at 350 Indiana Street, Suite 800, Golden, Colorado, 80401.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE ENERGY, LLC DATED AS OF , 2006Limited Liability Company Agreement • May 23rd, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE ENERGY, LLC dated as of , 2006 (the “Effective Date”) is entered into by and among the parties set forth on the signature page, as provided herein.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE RESERVES MANAGEMENT LLCLimited Liability Company Agreement • May 23rd, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Ensource Reserves Management LLC, a Delaware limited liability company (the “Company”), dated as of May___, 2006, is adopted, executed and agreed to, for good and valuable consideration, by the Member. This Agreement amends and restates, in its entirety, that certain Limited Liability Company Agreement of the Company, dated as of ___, 2005, for the purpose of changing the Company from a manager-managed entity to a member-managed entity.
LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE ENERGY COMPANY LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement, dated as of June 21, 2005, is hereby duly adopted as the limited liability company agreement of Ensource Energy Company LLC, a Delaware limited liability company (the “Company”) by the Members.
MANAGEMENT AGREEMENTManagement Agreement • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made as of the _________day of , 2005 by and between Ensource Reserves Management LLC, a Delaware limited liability company (“Reserves”), and Ensource Energy Company LLC, a Delaware limited liability company (“Manager”).
PARTICIPATION AGREEMENTParticipation Agreement • May 23rd, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made as of the first day of May, 2006, by and among Ensource Energy, LLC, a Delaware limited liability company (“Ensource”), and Third Point Partners L.P. and Third Point Partners Qualified L.P. (together “Third Point”). Reference is made to the Amended and Restated Agreement of Limited Partnership of Ensource Energy Income Fund LP (the “Fund Agreement”). All capitalized terms used herein and not otherwise defined have the meaning given to such terms in the Fund Agreement.
COMMON UNIT PURCHASE AGREEMENT by and among THIRD POINT PARTNERS LP THIRD POINT PARTNERS QUALIFIED, L.P. and ENSOURCE ENERGY INCOME FUND LP Dated as of May 1, 2006Common Unit Purchase Agreement • May 23rd, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • New York
COMMON UNIT PURCHASE AGREEMENT, dated as of May 1, 2006 (this “Agreement”), by and among Third Point Partners LP and Third Point Partners Qualified, L.P. (collectively, the “Investors”) and Ensource Energy Income Fund LP, a Delaware limited partnership (the “Partnership”). Any capitalized term used herein but not defined shall have the meaning assigned to them in Section 9.
LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE ENERGY LLCLimited Liability Company Agreement • May 23rd, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Ensource Energy LLC (the “Company”) is entered into by and between Scott W. Smith (“Smith”) and Marshall M. Eubank (“Eubank”)), effective as of March 21, 2006. In consideration of the covenants, conditions and agreements contained herein, the Members, hereby determine as follows:
REDEMPTION AGREEMENT BY AND BETWEEN ENSOURCE ENERGY PARTNERS, LP AND ENSOURCE ENERGY INVESTORS LLC DATED AS OF FEBRUARY 10, 2006Redemption Agreement • February 13th, 2006 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
THIS REDEMPTION AGREEMENT is entered into by Ensource Energy Partners, LP, a Delaware limited partnership (the “Partnership”), and Ensource Energy Investors LLC, a Delaware limited liability company (“EEI”), effective as of February 10, 2006 (the “Effective Date”). Reference is made to the Amended and Restated Agreement of Limited Partnership of Ensource Energy Partners, LP dated as of November 15, 2005 (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Partnership Agreement.
AGREEMENT AND PLAN OF MERGER (Merger Sub)Agreement and Plan of Merger • October 17th, 2005 • Ensource Energy Income Fund LP • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger, dated as of , 2005 (this “Agreement”), is entered into by and among , a Delaware limited liability company (“Merger Sub”) and wholly-owned subsidiary of Ensource Energy Income Fund LP, a Delaware limited partnership (the “Partnership”), and Eastern American Natural Gas Trust, a Delaware statutory trust (“NGT”). In this Agreement, each of the Partnership and NGT is individually referred to as a “Party,” and those entities are collectively referred to as the “Parties.”
