**Exhibit10.8**

**CREDITAGREEMENT**

**Dated as of January 24, 2007**

**among**

**MV PARTNERS, LLC,**

**as Borrower,**

**MV ENERGY, LLC**and

**VAP-I, LLC,**

**as Guarantors**

**BANK OF AMERICA, N.A.**,as Administrative Agent

**and**

**The Lenders Party Hereto**

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**TABLE OFCONTENTS**
| Section                                                   | ** ** | **Page**                                                      |
|-----------------------------------------------------------|------------|---------------------------------------------------------------|
| ** **                                                |       |                                                          |
| **ARTICLE I.**DEFINITIONS AND  ACCOUNTING TERMS           |       | 1                                                             |
| **1.01**                                                  | ** ** | **Defined Terms**                                             | ** ** | **1** |
| **1.02**                                                  | ** ** | **Other Interpretive Provisions**                             | ** ** | **19** |
| **1.03**                                                  | ** ** | **Accounting Terms**                                          | ** ** | **20** |
| **1.04**                                                  | ** ** | **Rounding**                                                  | ** ** | **20** |
| **1.05**                                                  | ** ** | **Times of Day**                                              | ** ** | **20** |
| ** **                                                | ** ** | ** **                                                    | ** ** | ** ** |
| **ARTICLE II.**THE COMMITMENTS  AND CREDIT EXTENSIONS     |       | 20                                                            |
| **2.01**                                                  | ** ** | **Loans**                                                     | ** ** | **20** |
| **2.02**                                                  | ** ** | **Borrowings, Conversions and Continuations of  Loans**       | ** ** | **20** |
| **2.03**                                                  | ** ** | **Intentionally Omitted**                                     | ** ** | **22** |
| **2.04**                                                  | ** ** | **Intentionally Omitted**                                     | ** ** | **22** |
| **2.05**                                                  | ** ** | **Prepayments**                                               | ** ** | **22** |
| **2.06**                                                  | ** ** | **Intentionally Omitted**                                     | ** ** | **23** |
| **2.07**                                                  | ** ** | **Scheduled Repayments of Loans**                             | ** ** | **23** |
| **2.08**                                                  | ** ** | **Interest**                                                  | ** ** | **23** |
| **2.09**                                                  | ** ** | **Fees**                                                      | ** ** | **24** |
| **2.10**                                                  | ** ** | **Computation of Interest and Fees**                          | ** ** | **24** |
| **2.11**                                                  | ** ** | **Evidence of Debt**                                          | ** ** | **24** |
| **2.12**                                                  | ** ** | **Payments Generally; Agent’s Clawback**                 | ** ** | **25** |
| **2.13**                                                  | ** ** | **Sharing of Payments**                                       | ** ** | **26** |
| ** **                                                | ** ** | ** **                                                    | ** ** | ** ** |
| **ARTICLE III.**TAXES, YIELD  PROTECTION AND ILLEGALITY   |       | 27                                                            |
| **3.01**                                                  | ** ** | **Taxes**                                                     | ** ** | **27** |
| **3.02**                                                  | ** ** | **Illegality**                                                | ** ** | **28** |
| **3.03**                                                  | ** ** | **Inability to Determine Rates**                              | ** ** | **28** |
| **3.04**                                                  | ** ** | **Increased Costs**                                           | ** ** | **29** |
| **3.05**                                                  | ** ** | **Compensation for Losses**                                   | ** ** | **30** |
| **3.06**                                                  | ** ** | **Mitigation Obligations**                                    | ** ** | **30** |
| **3.07**                                                  | ** ** | **Survival**                                                  | ** ** | **31** |
| ** **                                                | ** ** | ** **                                                    | ** ** | ** ** |
| **ARTICLE IV.**CONDITIONS PRECEDENT  TO CREDIT EXTENSIONS |       | 31                                                            |
| **4.01**                                                  | ** ** | **Conditions of Initial Borrowing**                           | ** ** | **31** |
| **4.02**                                                  | ** ** | **Additional Conditions to Borrowings**                       | ** ** | **33** |
| ** **                                                | ** ** | ** **                                                    | ** ** | ** ** |
| **ARTICLE V.**REPRESENTATIONS AND  WARRANTIES             |       | 33                                                            |
| **5.01**                                                  | ** ** | **Existence, Qualification and Power; Compliance  with Laws** | ** ** | **33** |
| **5.02**                                                  | ** ** | **Authorization; No Contravention**                           | ** ** | **33** |
| **5.03**                                                  | ** ** | **Governmental Authorization; Other Consents**                | ** ** | **34** |
| **5.04**                                                  | ** ** | **Binding Effect**                                            | ** ** | **34** |
| **5.05**                                                  | ** ** | **Financial Statements; No Material Adverse Effect**          | ** ** | **34** |
| **5.06**                                                  | ** ** | **Litigation**                                                | ** ** | **34** |
| **5.07**                                                  | ** ** | **No Default**                                                | ** ** | **35** |

 

[CREDIT AGREEMENT]

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| **5.08**                              | ** ** | **Ownership of Property; Liens**                                                    | ** ** | **35**     |
|---------------------------------------|------------|-------------------------------------------------------------------------------------|------------|------------|
| **5.09**                              | ** ** | **Environmental Compliance**                                                        | ** ** | **35**     |
| **5.10**                              | ** ** | **Insurance**                                                                       | ** ** | **35**     |
| **5.11**                              | ** ** | **Taxes**                                                                           | ** ** | **35**     |
| **5.12**                              | ** ** | **ERISA Compliance**                                                                | ** ** | **35**     |
| **5.13**                              | ** ** | **Subsidiaries**                                                                    | ** ** | **36**     |
| **5.14**                              | ** ** | **Margin Regulations; Investment Company Act;  Public Utility Holding Company Act** | ** ** | **36**     |
| **5.15**                              | ** ** | **Disclosure**                                                                      | ** ** | **36**     |
| **5.16**                              | ** ** | **Compliance with Laws**                                                            | ** ** | **37**     |
| **5.17**                              | ** ** | **Leases; Contracts; Licenses, Etc.**                                               | ** ** | **37**     |
| **5.18**                              | ** ** | **Sale of Production**                                                              | ** ** | **38**     |
| **5.19**                              | ** ** | **Operation of Oil and Gas Properties**                                             | ** ** | **39**     |
| **5.20**                              | ** ** | **Ad Valorem and Severance Taxes; Litigation**                                      | ** ** | **39**     |
| **5.21**                              | ** ** | **Intellectual Property; Licenses, Etc.**                                           | ** ** | **39**     |
| **5.22**                              | ** ** | **MV Oil Trust**                                                                    | ** ** | **40**     |
| ** **                            | ** ** | ** **                                                                          | ** ** | ** ** |
| **ARTICLE VI.**AFFIRMATIVE  COVENANTS |       | 40                                                                                  |
| **6.01**                              | ** ** | **Financial Statements**                                                            | ** ** | **40**     |
| **6.02**                              | ** ** | **Certificates; Other Information**                                                 | ** ** | **40**     |
| **6.03**                              | ** ** | **Notices**                                                                         | ** ** | **42**     |
| **6.04**                              | ** ** | **Payment of Obligations**                                                          | ** ** | **43**     |
| **6.05**                              | ** ** | **Preservation of Existence, Etc.**                                                 | ** ** | **43**     |
| **6.06**                              | ** ** | **Maintenance of Properties**                                                       | ** ** | **43**     |
| **6.07**                              | ** ** | **Maintenance of Insurance**                                                        | ** ** | **43**     |
| **6.08**                              | ** ** | **Compliance with Laws**                                                            | ** ** | **44**     |
| **6.09**                              | ** ** | **Books and Records**                                                               | ** ** | **44**     |
| **6.10**                              | ** ** | **Inspection Rights**                                                               | ** ** | **44**     |
| **6.11**                              | ** ** | **Use of Proceeds**                                                                 | ** ** | **45**     |
| **6.12**                              | ** ** | **Agreement to Deliver Security Documents**                                         | ** ** | **45**     |
| **6.13**                              | ** ** | **Production Proceeds**                                                             | ** ** | **45**     |
| **6.14**                              | ** ** | **Mortgaged Property Covenants**                                                    | ** ** | **45**     |
| **6.15**                              | ** ** | **Guaranties of Borrower’s Subsidiaries**                                      | ** ** | **46**     |
| **6.16**                              | ** ** | **Environmental Matters; Environmental Reviews**                                    | ** ** | **46**     |
| **6.17**                              | ** ** | **MV Oil Trust**                                                                    | ** ** | **47**     |
| ** **                            | ** ** | ** **                                                                          | ** ** | ** ** |
| **ARTICLE VII.**NEGATIVE  COVENANTS   |       | 47                                                                                  |
| **7.01**                              | ** ** | **Liens**                                                                           | ** ** | **47**     |
| **7.02**                              | ** ** | **Investments**                                                                     | ** ** | **47**     |
| **7.03**                              | ** ** | **Indebtedness**                                                                    | ** ** | **48**     |
| **7.04**                              | ** ** | **Fundamental Changes**                                                             | ** ** | **48**     |
| **7.05**                              | ** ** | **Dispositions**                                                                    | ** ** | **48**     |
| **7.06**                              | ** ** | **Restricted Payments**                                                             | ** ** | **50**     |
| **7.07**                              | ** ** | **Change in Nature of Business**                                                    | ** ** | **50**     |
| **7.08**                              | ** ** | **Transactions with Affiliates**                                                    | ** ** | **50**     |
| **7.09**                              | ** ** | **Burdensome Agreements**                                                           | ** ** | **50**     |

 

ii

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| **7.10**                                         | ** ** | **Use of Proceeds**                                        | ** ** | **50**     |
|--------------------------------------------------|------------|------------------------------------------------------------|------------|------------|
| **7.11**                                         | ** ** | **Hedging Contracts**                                      | ** ** | **51**     |
| **7.12**                                         | ** ** | **Consolidated Fixed Charge Coverage Ratio**               | ** ** | **52**     |
| ** **                                       | ** ** | ** **                                                 | ** ** | ** ** |
| **ARTICLE VIII.**events of  default and remedies |       | 52                                                         |
| **8.01**                                         | ** ** | **Events of Default**                                      | ** ** | **52**     |
| **8.02**                                         | ** ** | **Remedies Upon Event of Default**                         | ** ** | **54**     |
| **8.03**                                         | ** ** | **Application of Funds**                                   | ** ** | **54**     |
| ** **                                       | ** ** | ** **                                                 | ** ** | ** ** |
| **ARTICLE IX.**ADMINISTRATIVE  AGENT             |       | 55                                                         |
| **9.01**                                         | ** ** | **Appointment and Authorization of Administrative  Agent** | ** ** | **55**     |
| **9.02**                                         | ** ** | **Rights as a Lender**                                     | ** ** | **55**     |
| **9.03**                                         | ** ** | **Exculpatory Provisions**                                 | ** ** | **55**     |
| **9.04**                                         | ** ** | **Reliance by Administrative Agent**                       | ** ** | **56**     |
| **9.05**                                         | ** ** | **Delegation of Duties**                                   | ** ** | **56**     |
| **9.06**                                         | ** ** | **Resignation of Agent**                                   | ** ** | **56**     |
| **9.07**                                         | ** ** | **Non-Reliance on Agent and Other Lenders**                | ** ** | **57**     |
| **9.08**                                         | ** ** | **No Other Duties, Etc.**                                  | ** ** | **57**     |
| **9.09**                                         | ** ** | **Administrative Agent May File Proofs of Claim**          | ** ** | **57**     |
| **9.10**                                         | ** ** | **Guaranty Matters**                                       | ** ** | **58**     |
| **9.11**                                         | ** ** | **Collateral Matters**                                     | ** ** | **58**     |
| ** **                                       | ** ** | ** **                                                 | ** ** | ** ** |
| **ARTICLE X.** MISCELLANEOUS                     |       | 60                                                         |
| **10.01**                                        | ** ** | **Amendments, Etc.**                                       | ** ** | **60**     |
| **10.02**                                        | ** ** | **Notices; Effectiveness; Electronic  Communications**     | ** ** | **61**     |
| **10.03**                                        | ** ** | **No Waiver; Cumulative Remedies**                         | ** ** | **62**     |
| **10.04**                                        | ** ** | **Expenses; Indemnity; Damage Waiver**                     | ** ** | **63**     |
| **10.05**                                        | ** ** | **Payments Set Aside**                                     | ** ** | **64**     |
| **10.06**                                        | ** ** | **Successors and Assigns**                                 | ** ** | **65**     |
| **10.07**                                        | ** ** | **Treatment of Certain Information;  Confidentiality**     | ** ** | **67**     |
| **10.08**                                        | ** ** | **Right of Setoff**                                        | ** ** | **68**     |
| **10.09**                                        | ** ** | **Interest Rate Limitation**                               | ** ** | **68**     |
| **10.10**                                        | ** ** | **Counterparts; Integration; Effectiveness**               | ** ** | **69**     |
| **10.11**                                        | ** ** | **Survival of Representations and Warranties**             | ** ** | **69**     |
| **10.12**                                        | ** ** | **Replacement of Lenders**                                 | ** ** | **69**     |
| **10.13**                                        | ** ** | **Severability**                                           | ** ** | **70**     |
| **10.14**                                        | ** ** | **Governing Law; Jurisdiction; Etc.**                      | ** ** | **70**     |
| **10.15**                                        | ** ** | **Waiver of Right to Trial by Jury**                       | ** ** | **71**     |
| **10.16**                                        | ** ** | **USA PATRIOT Act Notice**                                 | ** ** | **71**     |
| **10.17**                                        | ** ** | **Time of the Essence**                                    | ** ** | **71**     |
| **10.18**                                        | ** ** | **Restatement**                                            | ** ** | **71**     |
| ** **                                       | ** ** | ** **                                                 | ** ** | ** ** |
| BANK OF AMERICA, N.A.                            |       | 2                                                          |
|                                             |       |                                                       |       |       |
| SCHEDULES                                        |       |                                                       |
|                                             |       |                                                       |       |       |
| 1                                                |       | Lenders’ Commitments and Applicable Percentages       |       |       |
| 2                                                |       | Security Documents                                         |       |       |
|                                                  |            |                                                            |            |            |  |  |

 

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| 3        |      | Disclosure Schedule                                                |   |   |
|----------|-----------|--------------------------------------------------------------------|--------|--------|
| 4        |      | Administrative Agent’s Office, Certain Addresses for  Notices |   |   |
|     |      |                                                               |   |   |
| EXHIBITS |      |                                                               |
|     |      |                                                               |
| * * | *Form of* |                                                               |   |   |
| * * | * *  |                                                               |   |   |
|     | A         | Loan Notice                                                        |   |   |
|     | B         | Note                                                               |   |   |
|     | C         | Compliance Certificate                                             |   |   |
|     | D         | Assignment and Assumption                                          |   |   |
|     | E         | Opinion Of Counsel To Loan Parties                                 |   |   |
|     | F         | Mortgage Amendment                                                 |   |   |
|          |           |                                                                    |        |        |  |  |

 

iv

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**CREDITAGREEMENT**

**CREDITAGREEMENT** (this “Agreement”) is entered into as ofJanuary 24, 2007, among MV PARTNERS, LLC, a Kansas limited liability company (“Borrower”),MV ENERGY, LLC, a Kansas limited liability company (“MV Energy”), andVAP-I, LLC, a Kansas limited liability company (“VAP-I”; MV Energy andVAP-I collectively called “Holders”), each lender from time to timeparty hereto (collectively, “Lenders” and individually, a “Lender”),and BANK OF AMERICA, N.A., as Administrative Agent.

WHEREAS, Borrower,the lenders party thereto (the “Existing Lenders”) and Bank of America,N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, are parties tothat certain Credit Agreement dated as of December 21, 2005 (such agreement,the “Existing Credit Agreement”) pursuant to which the Existing Lendersagreed to make revolving credit loans (therein referred to as the “ExistingLoans”) to Borrower, the Swing Line Lender agreed to make swing line loansto Borrower, L/C Issuer agreed to issue letters of credit for the account ofBorrower, and Existing Lenders agreed to purchase participations in such swingline loans and such letters of credit; and

WHEREAS, theBorrower desires to convert, renew and extend $25,000,000 of the Existing Loansinto term loans; and

WHEREAS, theBorrower desires to repay the Existing Loans in excess of $25,000,000, repay infull the letters of credit obligations and the swing line loans, and terminatethe commitments to make, issue or participate in revolving credit loans, swingline loans and letters of credit, in each case under the Existing CreditAgreement; and

WHEREAS, theBorrower desires to enter into the transactions contemplated by the MV OilTrust Documents, as defined herein, and obtain the consent and agreement of theExisting Lenders thereto; and

WHEREAS, theLenders are willing, on the terms and subject to the conditions herein setforth to convert, renew and extend $25,000,000 of the Existing Loans into termloans and to consent and agree to the transactions contemplated by the MV OilTrust Documents; and

WHEREAS, inconsideration of the sale or transfer to the Guarantors of certain units of MVOil Trust, and for other consideration, the Guarantors are willing to guarantythe indebtedness and obligations of Borrower and become parties to thisAgreement;

In considerationof the mutual covenants and agreements herein contained, the parties heretocovenant and agree as follows:

# **ARTICLEI.  DEFINITIONS AND ACCOUNTING TERMS**

**1.01****                ****DefinedTerms**.  As used in this Agreement, thefollowing terms shall have the meanings set forth below:

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“AdministrativeAgent” or “Agent” means Bank of America in its capacity asadministrative agent under any of the Loan Documents, or any successoradministrative agent.

“AdministrativeAgent’s Office” means Agent’s address and, as appropriate, account as setforth on Schedule 4, or such other address or account as Agent may fromtime to time notify Borrower and Lenders.

“AdministrativeQuestionnaire” means an Administrative Questionnaire in a form supplied byAgent.

“Affiliate”means, with respect to any Person, another Person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is undercommon Control with the Person specified.

“Agent FeeLetter” has the meaning specified in Section 2.09.

“AggregateCommitments” means the Commitments of all Lenders.

“Agreement”means this Credit Agreement.

“ApplicablePercentage” means with respect to any Lender at any time, the percentage(carried out to the ninth decimal place) of the Term Facility represented by(i) on or prior to the ClosingDate, such Lender’s Commitment at such time and (ii) thereafter,the principal amount of such Lender’s Loans at such time.

“ApplicableRate” means zero percent per annum for Base Rate Loans and 2.00% per annumfor Eurodollar Rate Loans.

“Assignment andAssumption” means an assignment and assumption entered into by a Lender andan Eligible Assignee (with the consent of any party whose consent is requiredby Section 10.06(b), and accepted by Agent, in substantially theform of Exhibit D or any other form approved by Agent.

“AttributableIndebtedness” means, on any date, (a) in respect of any capital lease ofany Person, the capitalized amount thereof that would appear on a balance sheetof such Person prepared as of such date in accordance with GAAP, and (b) inrespect of any Synthetic Lease Obligation, the capitalized amount of theremaining lease payments under the relevant lease that would appear on abalance sheet of such Person prepared as of such date in accordance with GAAPif such lease were accounted for as a capital lease.

“AuditedFinancial Statements” means the audited consolidated balance sheet ofBorrower and its Subsidiaries for the fiscal year ended December 31, 2005, andthe related consolidated statements of income or operations, shareholders’equity and cash flows for such fiscal year of Borrower and its Subsidiaries,including the notes thereto.

“Bank ofAmerica” means Bank of America, N.A. and its successors.

2

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“Base Rate”means for any day a fluctuating rate per annum equal to the higher of (a) theFederal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect forsuch day as publicly announced from time to time by Bank of America as its “primerate.”  The “prime rate” is a rate set byBank of America based upon various factors including Bank of America’s costsand desired return, general economic conditions and other factors, and is usedas a reference point for pricing some loans, which may be priced at, above, or belowsuch announced rate.  Any change in suchrate announced by Bank of America shall take effect at the opening of businesson the day specified in the public announcement of such change.

“Base Rate Loan”means a Loan that bears interest based on the Base Rate.

“Borrower”has the meaning specified in the introductory paragraph hereto.

“BorrowerMaterials” has the meaning specified in Section 6.02.

“Borrowing”means the borrowing consisting of Loans by each of the Lenders pursuant to Section 2.01.

“Business Day”means any day other than a Saturday, Sunday or other day on which commercialbanks are authorized to close under the Laws of, or are in fact closed in, thestate where Administrative Agent’s Office is located and, if such day relatesto any Eurodollar Rate Loan, means any such day on which dealings in Dollardeposits are conducted by and between banks in the London interbank eurodollarmarket.

“Change in Law”means the occurrence, after the date of this Agreement, of any of thefollowing: (a) the adoption or taking effect of any law, rule, regulation ortreaty, (b) any change in any law, rule, regulation or treaty or in theadministration, interpretation or application thereof by any GovernmentalAuthority or (c) the making or issuance of any request, guideline or directive(whether or not having the force of law) by any Governmental Authority.

“Change ofControl” means an event or series of events by which:

(a)                                  MVEnergy ceases to be the sole managing member of Borrower; or

(b)                                 AnyPerson, other than David Murfin, J. Michael Vess or companies or trustsControlled by or established for the benefit of either of such individuals ortheir respective heirs at law (such as companies or trusts established forestate planning purposes) shall directly or indirectly Control MV Energy; or

(c)                                  Anyindividual other than David Murfin or J. Michael Vess shall be the chiefexecutive officers or sole managers of MV Energy or shall be activelyperforming the duties customarily associated with such positions.

“Closing Date”means the first date all the conditions precedent in Section 4.01are satisfied or waived in accordance with Section 10.01.

3

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“ClosingTransactions” means (i) the distribution by Borrower to MV Energy and VAP-Iof the remainder of the cash proceeds of the sale of 7,500,000 Trust Units ascontemplated by the MV Oil Trust Prospectus, minus amounts used to repay theExisting Loans that exceed $25,000,000, and minus all fees, costs and expensesof this Agreement and of the offering and sale of Trust Units as contemplatedby the MV Oil Trust Prospectus and the Underwriting Agreement, (ii) thedistribution by Borrower of 2,000,000 Trust Units to each of MV Energy andVAP-I, (iii) the sale within 30 days from the date hereof of up to 562,500Trust Units by each of MV Energy and VAP-I as “Additional Units” under theUnderwriting Agreement, (iv) the VAP-I Equity Repurchase, and (v) thedistribution within 40 days from the date hereof by MV Energy and by VAP-I ofthe cash proceeds (but not the Trust Units) held by each of them after givingeffect to the foregoing transactions.

“Code”means the Internal Revenue Code of 1986, as amended.

“Collateral”means all property of any kind which is subject to a Lien in favor of Lenders(or in favor of Administrative Agent for the benefit of Lenders) or which,under the terms of any Security Document, is purported to be subject to such aLien.

“Commitment”means, as to each Lender, its obligation to make Loans to Borrower pursuant to Section1 in an aggregate principal amount at any one time outstanding not toexceed the amount set forth opposite such Lender’s name on Schedule 1under the caption “Commitment” or opposite such caption in the Assignment andAssumption pursuant to which such Lender becomes a party hereto, as applicable,as such amount may be adjusted from time to time in accordance with thisAgreement.

“ComplianceCertificate” means a certificate substantially in the form of Exhibit C.

“ConsolidatedEBITDA from Operations” means, for any period, for Borrower and its Subsidiarieson a consolidated basis, an amount equal to the net income from operations ofBorrower and its Subsidiaries (excluding extraordinary gains but includingextraordinary losses) for that period plus the following to the extentdeducted in calculating such net income from operations: (i) ConsolidatedInterest Charges for such period, (ii) the provision for Federal, state andlocal income taxes payable by Borrower and its Subsidiaries for such period,and (iii) depreciation, depletion and amortization expense and other non-cashcharges (including those resulting from the FASB 133, as amended, or FASB 143or FASB 144).

“Consolidated Fixed Charge Coverage Ratio” means, for any period, the ratio of(a) (i) Consolidated EBITDA from Operations for such period, plus (ii) theamount of the actual cash distributions by MV Oil Trust during such period toBorrower or to Holders if such amounts are actually paid by Holders to Borrowerduring such period, whether as a repayment of debt, contribution to capital orotherwise, less (iii) the aggregate amount of all capital expendituresfor maintenance,  repair or replacementof existing assets during such period to (b) the sum of (i) ConsolidatedInterest Charges for such period, plus (ii) the aggregate principal amount ofall regularly scheduled principal payments on debt for borrowed money(including the Loans) payable during such period.

4

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“ConsolidatedInterest Charges” means, for any period, for Borrower and its Subsidiarieson a consolidated basis, the sum of (a) all interest, premium payments, debtdiscount, fees, charges and related expenses of Borrower and its Subsidiariesin connection with borrowed money (including capitalized interest) or inconnection with the deferred purchase price of assets, in each case to theextent treated as interest in accordance with GAAP, and (b) the portion of rentexpense of Borrower and its Subsidiaries with respect to such period undercapital leases that is treated as interest in accordance with GAAP.

“ContractualObligation” means, as to any Person, any provision of any security issuedby such Person or of any agreement, instrument or other undertaking to whichsuch Person is a party or by which it or any of its property is bound.

“Control”means the possession, directly or indirectly, of the power to direct or causethe direction of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”have meanings correlative thereto.

“Debtor ReliefLaws” means the Bankruptcy Code of the United States, and all otherliquidation, conservatorship, bankruptcy, assignment for the benefit ofcreditors, moratorium, rearrangement, receivership, insolvency, reorganization,or similar debtor relief Laws of the United States or other applicablejurisdictions from time to time in effect and affecting the rights of creditorsgenerally.

“Default”means any event or condition that constitutes an Event of Default or that, withthe giving of any notice, the passage of time, or both, would be an Event ofDefault.

“Default Rate”means an interest rate equal to (i) the Base Rate plus (ii) theApplicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% perannum; provided, however, that with respect to a Eurodollar RateLoan, the Default Rate shall be an interest rate equal to the interest rate(including any Applicable Rate) otherwise applicable to such Loan plus 2% perannum.

“DefaultingLender” means any Lender that (a) has failed to fund any portion of the Loansrequired to be funded by it hereunder within one Business Day of the daterequired to be funded by it hereunder, (b) has otherwise failed to pay over toAgent or any other Lender any other amount required to be paid by it hereunderwithin one Business Day of the date when due, unless the subject of a goodfaith dispute, or (c) has been deemed insolvent or become the subject of abankruptcy or insolvency proceeding.

“DisclosureSchedule” means Schedule 3 hereto.

“Disposition”or “Dispose” means the sale, transfer, license, lease or otherdisposition (including any sale and leaseback transaction) of any property byany Person, including any sale, assignment, transfer or other disposal, with orwithout recourse, of any notes or accounts receivable or any rights and claimsassociated therewith.

“Dollar”and “$” mean lawful money of the United States.

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“EligibleAssignee” means (a) a Lender; (b) an Affiliate of a Lender; and (c) anyother Person (other than a natural person) approved by (i) Agent and (ii) unlessan Event of Default has occurred and is continuing, Borrower (each suchapproval not to be unreasonably withheld or delayed); provided thatnotwithstanding the foregoing, “Eligible Assignee” shall not include any LoanParty or any Affiliate or Subsidiary of any Loan Party.

“EngineeringReport” means the Initial Engineering Report and each engineering reportdelivered pursuant to Section 6.02(d) or Section 6.02 (e).

“EnvironmentalLaws” means any and all Federal, state, local, and foreign statutes, laws,regulations, ordinances, rules, judgments, orders, decrees, permits,concessions, grants, franchises, licenses, agreements or governmentalrestrictions relating to pollution and the protection of the environment or therelease of any materials into the environment, including those related tohazardous substances or wastes, air emissions and discharges to waste or publicsystems.

“EnvironmentalLiability” means any liability, contingent or otherwise (including anyliability for damages, costs of environmental remediation, fines, penalties orindemnities), of Borrower, any other Loan Party or any of their respectiveSubsidiaries directly or indirectly resulting from or based upon (a) violationof any Environmental Law, (b) the generation, use, handling, transportation,storage, treatment or disposal of any Hazardous Materials, (c) exposure to anyHazardous Materials, (d) the release or threatened release of any HazardousMaterials into the environment or (e) any contract, agreement or otherconsensual arrangement pursuant to which liability is assumed or imposed withrespect to any of the foregoing.

“EquityInterests” means, with respect to any Person, all of the shares of capitalstock of (or other ownership or profit interests in) such Person, all of thewarrants, options or other rights for the purchase or acquisition from suchPerson of shares of capital stock of (or other ownership or profit interestsin) such Person, all of the securities convertible into or exchangeable forshares of capital stock of (or other ownership or profit interests in) suchPerson or warrants, rights or options for the purchase or acquisition from suchPerson of such shares (or such other interests), and all of the other ownershipor profit interests in such Person (including partnership, member or trustinterests therein), whether voting or nonvoting, and whether or not suchshares, warrants, options, rights or other interests are outstanding on anydate of determination.

“ERISA”means the Employee Retirement Income Security Act of 1974.

“ERISAAffiliate” means any trade or business (whether or not incorporated) undercommon control with a Loan Party within the meaning of Section 414(b) or(c) of the Code (and Sections 414(m) and (o) of the Code for purposes ofprovisions relating to Section 412 of the Code).

“ERISA Event”means (a) a Reportable Event with respect to a Pension Plan; (b) awithdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject toSection 4063 of ERISA during a plan year in which it was a substantialemployer (as defined in Section 4001(a)(2) of ERISA) or a cessation ofoperations that is treated as such a withdrawal 

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underSection 4062(e) of ERISA; (c) a complete or partial withdrawal by Borroweror any ERISA Affiliate from a Multiemployer Plan or notification that aMultiemployer Plan is in reorganization; (d) the filing of a notice of intentto terminate, the treatment of a Plan amendment as a termination under Sections4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminatea Pension Plan or Multiemployer Plan; (e) an event or condition whichconstitutes grounds under Section 4042 of ERISA for the termination of, orthe appointment of a trustee to administer, any Pension Plan or MultiemployerPlan; or (f) the imposition of any liability under Title IV of ERISA, otherthan for PBGC premiums due but not delinquent under Section 4007 of ERISA,upon Borrower or any ERISA Affiliate.

“EurodollarBase Rate” has the meaning specified in the definition of Eurodollar Rate.

“EurodollarRate” means for any Interest Period with respect to a Eurodollar Rate Loan,a rate per annum determined by Agent pursuant to the following formula:

| Eurodollar Rate = |                           | Eurodollar Base Rate |
|-------------------|--------------------------------|----------------------|
|              | 1.00 — Eurodollar Reserve |
|              |   Percentage         |

 

Where,

“EurodollarBase Rate” means, for such Interest Period (rounded upwards, as necessary,to the nearest 1/100 of 1%) the rate per annum equal to the British BankersAssociation LIBOR Rate (“BBA LIBOR”), as published by Reuters (or othercommercially available source providing quotations of BBA LIBOR as designatedby Agent from time to time) at approximately 11:00 a.m., London time, twoBusiness Days prior to the commencement of such Interest Period, for Dollar deposits(for delivery on the first day of such Interest Period) with a term equivalentto such Interest Period.  If such rate isnot available at such time for any reason, then the “Eurodollar Base Rate”for such Interest Period (rounded upwards, as necessary, to the nearest 1/100of 1%) shall be the rate per annum determined by Agent to be the rate at whichdeposits in Dollars for delivery on the first day of such Interest Period insame day funds in the approximate amount of the Eurodollar Rate Loan being made,continued or converted by Bank of America and with a term equivalent to suchInterest Period would be offered by Bank of America’s London Branch to majorbanks in the London interbank eurodollar market at their request atapproximately 11:00 a.m. (London time) two Business Days prior to thecommencement of such Interest Period.

“EurodollarReserve Percentage” means, for any day during any Interest Period, thereserve percentage (expressed as a decimal, carried out to five decimal places)in effect on such day, whether or not applicable to any Lender, underregulations issued from time to time by the Board of Governors of the FederalReserve System of the United States for determining the maximum reserverequirement (including any emergency, supplemental or other marginal reserverequirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency

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liabilities”).  The Eurodollar Rate for each outstandingEurodollar Rate Loan shall be adjusted automatically as of the effective dateof any change in the Eurodollar Reserve Percentage.

“EurodollarRate Loan” means a Loan that bears interest at a rate based on theEurodollar Rate.

“Event ofDefault” has the meaning specified in Section 8.01.

“ExistingCredit Agreement” has the meaning given in the recitals to this Agreement.

“Existing Loans”has the meaning given in the recitals to this Agreement.

“Excluded Taxes”means, with respect to Agent, any Lender or any other recipient of any paymentto be made by or on account of any obligation of Borrower hereunder, (a) taxesimposed on or measured by its overall net income (however denominated), andfranchise taxes imposed on it (in lieu of net income taxes), by thejurisdiction (or any political subdivision thereof) under the laws of whichsuch recipient is organized or in which its principal office is located or, inthe case of any Lender, in which its applicable Lending Office is located, and(b) any branch profits taxes imposed by the United States or any similar taximposed by any other jurisdiction in which Borrower is located.

“ExtraordinaryReceipt” means any cash received by or paid to or for the account ofany Person not in the ordinary course of business, including tax refunds,pension plan reversions, proceeds of insurance (other than proceeds of businessinterruption insurance to the extent such proceeds constitute compensation forlost earnings), condemnation awards (and payments in lieu thereof), indemnitypayments and any purchase price adjustments; provided, however,that an Extraordinary Receipt shall not include cash receipts from proceeds ofinsurance, condemnation awards (or payments in lieu thereof) or indemnitypayments to the extent that such proceeds, awards or payments: (a) are in anaggregate amount of less than $100,000 in respect of any single event orcondition or series of related events or conditions; (b) are in respect of lossor damage to equipment, fixed assets or real property and are applied (or inrespect of which expenditures were previously incurred) to replace or repairthe equipment, fixed assets or real property in respect of which such proceedswere received in accordance with the terms of Section 2.05(b)(iv);or (c) are received by any Person in respect of any third party claim againstsuch Person and are applied to pay (or to reimburse such Person for its priorpayment of) such claim and the costs and expenses of such Person with respectthereto.

“Federal FundsRate” means, for any day, the rate per annum equal to the weighted averageof the rates on overnight Federal funds transactions with members of theFederal Reserve System arranged by Federal funds brokers on such day, aspublished by the Federal Reserve Bank of New York on the Business Day nextsucceeding such day; provided that (a) if such day is not a BusinessDay, the Federal Funds Rate for such day shall be such rate on suchtransactions on the next preceding Business Day as so published on the nextsucceeding Business Day, and (b) if no such rate is so published on such nextsucceeding Business Day, the Federal Funds Rate for such day shall be theaverage rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)charged to Bank of America on such day on such transactions as determined byAgent.

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“FRB” meansthe Board of Governors of the Federal Reserve System of the United States.

“GAAP”means generally accepted accounting principles in the United States set forthin the opinions and pronouncements of the Accounting Principles Board and theAmerican Institute of Certified Public Accountants and statements andpronouncements of the Financial Accounting Standards Board or such otherprinciples as may be approved by a significant segment of the accountingprofession in the United States, that are applicable to the circumstances as ofthe date of determination, consistently applied.

“GovernmentalAuthority” means the government of the United States or any other nation,or of any political subdivision thereof, whether state or local, and anyagency, authority, instrumentality, regulatory body, court, central bank orother entity exercising executive, legislative, judicial, taxing, regulatory oradministrative powers or functions of or pertaining to government (includingany supra-national bodies such as the European Union or the European Central Bank).

“Guarantee”means, as to any Person, any (a) any obligation, contingent or otherwise, ofsuch Person guaranteeing or having the economic effect of guaranteeing anyIndebtedness or other obligation payable or performable by another Person (the “primaryobligor”) in any manner, whether directly or indirectly, and including anyobligation of such Person, direct or indirect, (i) to purchase or pay (oradvance or supply funds for the purchase or payment of) such Indebtedness orother obligation, (ii) to purchase or lease property, securities or servicesfor the purpose of assuring the obligee in respect of such Indebtedness orother obligation of the payment or performance of such Indebtedness or otherobligation, (iii) to maintain working capital, equity capital or any otherfinancial statement condition or liquidity or level of income or cash flow ofthe primary obligor so as to enable the primary obligor to pay suchIndebtedness or other obligation, or (iv) entered into for the purpose ofassuring in any other manner the obligee in respect of such Indebtedness orother obligation of the payment or performance thereof or to protect suchobligee against loss in respect thereof (in whole or in part), or (b) any Lienon any assets of such Person securing any Indebtedness or other obligation ofany other Person, whether or not such Indebtedness or other obligation isassumed by such Person (or any right, contingent or otherwise, of any holder ofsuch Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to thestated or determinable amount of the related primary obligation, or portionthereof, in respect of which such Guarantee is made or, if not stated ordeterminable, the maximum reasonably anticipated liability in respect thereofas determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has acorresponding meaning.

“Guarantor”means each of the Holders and each Subsidiary of Borrower.

“Guaranty”means the Guaranty made by the Guarantor in favor of Agent for the benefit ofthe Lenders, in form and substance satisfactory to Agent.

“HazardousMaterials” means all explosive or radioactive substances or wastes and allhazardous or toxic substances, wastes or other pollutants, including petroleumor petroleum

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distillates, asbestos orasbestos-containing materials, polychlorinated biphenyls, radon gas, infectiousor medical wastes and all other substances or wastes of any nature regulatedpursuant to any Environmental Law.

“Holders”has the meaning specified in the introductory paragraph hereto.

“Indebtedness”means, as to any Person at a particular time, without duplication, all of thefollowing, whether or not included as indebtedness or liabilities in accordancewith GAAP:

### (a)                                  all obligations ofsuch Person for borrowed money and all obligations of such Person evidenced bybonds, debentures, notes, loan agreements or other similar instruments;

### (b)                                 all direct orcontingent obligations of such Person arising under letters of credit(including standby and commercial), bankers’ acceptances, bank guaranties,surety bonds and similar instruments;

### (c)                                  net obligations ofsuch Person under any Swap Contract;

### (d)                                 all obligations ofsuch Person to pay the deferred purchase price of property or services (otherthan trade accounts payable in the ordinary course of business and, in eachcase, not past due for more than 60 days after the date on which such tradeaccount payable was created);

### (e)                                  indebtedness(excluding prepaid interest thereon) secured by a Lien on property owned orbeing purchased by such Person (including indebtedness arising underconditional sales or other title retention agreements), whether or not suchindebtedness shall have been assumed by such Person or is limited in recourse;

### (f)                                    capital leases andSynthetic Lease Obligations;

### (g)                                 all obligations ofsuch Person to purchase, redeem, retire, defease or otherwise make any paymentin respect of any Equity Interest in such Person or any other Person, valued,in the case of a redeemable preferred interest, at the greater of its voluntaryor involuntary liquidation preference plus accrued and unpaid dividends;and

### (h)                                 all Guarantees of suchPerson in respect of any of the foregoing.

For all purposeshereof, the Indebtedness of any Person shall include the Indebtedness of anypartnership or joint venture (other than a joint venture that is itself acorporation or limited liability company) in which such Person is a generalpartner or a joint venturer, unless such Indebtedness is expressly madenon-recourse to such Person.  The amountof any net obligation under any Swap Contract on any date shall be deemed to bethe Swap Termination Value thereof as of such date.  The amount of any capital lease or SyntheticLease Obligation as of any date shall be deemed to be the amount ofAttributable Indebtedness in respect thereof as of such date.

“IndemnifiedTaxes” means Taxes other than Excluded Taxes.

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“Indemnitees”has the meaning specified in Section 10.04(b).

“Information”has the meaning specified in Section 10.07.

“InitialEngineering Report” means the engineering report concerning oil and gasproperties of Loan Parties prepared by Cawley Gillespie & Associatesreflecting reserve values as of June 30, 2006.

“InterestCharges” means, for any period, the sum of (a) all interest, premiumpayments, debt discount, fees, charges and related expenses of Borrower inconnection with borrowed money (including capitalized interest) or inconnection with the deferred purchase price of assets, in each case to theextent treated as interest in accordance with GAAP, and (b) the portion of rentexpense of Borrower with respect to such period under capital leases that istreated as interest in accordance with GAAP, all calculated on a consolidatedbasis.

“Interest PaymentDate” means, (a) as to any Loan other than a Base Rate Loan, the last dayof each Interest Period applicable to such Loan and the Maturity Date; provided,however, that if any Interest Period for a Eurodollar Rate Loan exceedsthree months, the respective dates that fall every three months after thebeginning of such Interest Period shall also be Interest Payment Dates; and (b)as to any Base Rate Loan, the last Business Day of each March, June, Septemberand December and the Maturity Date.

“Interest Period”means, as to each Eurodollar Rate Loan, the period commencing on the date suchEurodollar Rate Loan is disbursed or converted to or continued as a EurodollarRate Loan and ending on the date one, two, three or six months or, to theextent available to all Lenders, twelve months thereafter, as selected byBorrower in its Loan Notice; provided that:

(i)                                     anyInterest Period that would otherwise end on a day that is not a Business Dayshall be extended to the next succeeding Business Day unless such Business Dayfalls in another calendar month, in which case such Interest Period shall endon the next preceding Business Day;

(ii)                                  anyInterest Period that begins on the last Business Day of a calendar month (or ona day for which there is no numerically corresponding day in the calendar monthat the end of such Interest Period) shall end on the last Business Day of thecalendar month at the end of such Interest Period; and

(iii)                               noInterest Period shall extend beyond the Maturity Date.

“Investment”means, as to any Person, any direct or indirect acquisition or investment bysuch Person, whether by means of (a) the purchase or other acquisition ofcapital stock or other securities of another Person, (b) a loan, advance orcapital contribution to, Guarantee or assumption of debt of, or purchase orother acquisition of any other debt or equity participation or interest in,another Person, including any partnership or joint venture interest in suchother Person and any arrangement pursuant to which the investor GuaranteesIndebtedness of such other Person, or (c) the purchase or other acquisition (inone transaction or a series of transactions) of assets of another Person thatconstitute a business unit.  For purposesof covenant 

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compliance, the amount ofany Investment shall be the amount actually invested, without adjustment forsubsequent increases or decreases in the value of such Investment.

“IRS” meansthe United States Internal Revenue Service.

“Laws”means, collectively, all international, foreign, Federal, state and localstatutes, treaties, rules, guidelines, regulations, ordinances, codes andadministrative or judicial precedents or authorities, including theinterpretation or administration thereof by any Governmental Authority chargedwith the enforcement, interpretation or administration thereof, and allapplicable administrative orders, directed duties, requests, licenses,authorizations and permits of, and agreements with, any Governmental Authority,in each case whether or not having the force of law.

“Lender”has the meaning specified in the introductory paragraph hereto.

“LenderCounterparty” means a Lender or an Affiliate of a Lender.

“Lender SwapObligations” means all obligations arising from time to time under SwapContracts entered into from time to time between Borrower and a LenderCounterparty; provided that if such Lender Counterparty ceases to be a Lenderhereunder or an Affiliate of a Lender hereunder, Lender Swap Obligations shallnot include such obligations.

“Lending Office”means, as to any Lender, the office or offices of such Lender described as suchin such Lender’s Administrative Questionnaire, or such other office or officesas a Lender may from time to time notify Borrower and Agent.

“Lien”means, with respect to any property or assets, any right or interest therein ofa creditor to secure Indebtedness owed to it or any other arrangement with suchcreditor which provides for the payment of such Indebtedness out of suchproperty or assets or which allows such creditor to have such Indebtednesssatisfied out of such property or assets prior to the general creditors of anyowner thereof, including any lien, mortgage, security interest, pledge,deposit, production payment, rights of a vendor under any title retention orconditional sale agreement or lease substantially equivalent thereto, tax lien,mechanic’s or materialman’s lien, or any other charge or encumbrance forsecurity purposes, whether arising by Law or agreement or otherwise, butexcluding any right of offset which arises without agreement in the ordinarycourse of business.  “Lien” also meansany filed financing statement, any registration of a pledge (such as with anissuer of uncertificated securities), or any other arrangement or action whichwould serve to perfect a Lien described in the preceding sentence, regardlessof whether such financing statement is filed, such registration is made, orsuch arrangement or action is undertaken before or after such Lien exists.

“Loan”means an advance made by any Lender under the Term Facility as provided inSection 2.01.

“Loan Documents”means this Agreement, each Note, the Agent Fee Letter and each SecurityDocument.

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“Loan Notice”means a notice of (a) the Borrowing, (b) a conversion of Loans from one Type tothe other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties”means, collectively, Borrower and each Person (other than Agent or any Lender)executing a Loan Document, including, without limitation, each Guarantor.

“MV Energy”has the meaning specified in the introductory paragraph hereto.

“MaterialAdverse Effect” means (a) a material adverse change in, or a materialadverse effect upon, the business, assets, properties, liabilities (actual orcontingent), operations, condition (financial or otherwise) or prospects of anyLoan Party; (b) a material impairment of the ability of any Loan Party toperform its obligations under any Loan Document to which it is a party; or (c)a material adverse effect upon the legality, validity, binding effect orenforceability against any Loan Party of any Loan Document to which it is aparty.

“Maturity Date”means January 24, 2012.

“MultiemployerPlan” means any employee benefit plan of the type described inSection 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliatemakes or is obligated to make contributions, or during the preceding five planyears, has made or been obligated to make contributions.

“MV Oil Trust”means the MV Oil Trust as described in the MV Oil Trust Prospectus.

“MV Oil TrustDocuments” means the Conveyance of Net Profits Interest by Borrower to thetrustee of the MV Oil Trust and each other agreement in effect of the ClosingDate between Borrower and MV Oil Trust, or the trustee thereof, as described inor contemplated by the MV Oil Trust Prospectus.

“MV Oil TrustProspectus” means the Form S-1 of MV Oil Trust filed with the Securitiesand Exchange Commission under Registration Number 333-136609, effective December 29, 2006.

“Net CashProceeds” means:

(a)                                  withrespect to the sale of any property by any Loan Party pursuant to Section7.05(f), (g) or (h), the excess, if any, of (i) the sum of cash and cashequivalents received in connection with such sale (including any cash receivedby way of deferred payment pursuant to, or by monetization of, a notereceivable or otherwise, but only as and when so received) over (ii) the sum of(A) the out-of-pocket expenses incurred by such Loan Party in connection withsuch sale and (B) income taxes reasonably estimated to be actually payablewithin two years of the date of the relevant asset sale as a result of any gainrecognized in connection therewith;

(b)                                 withrespect to casualty, condemnation or payment in respect of indemnification, theexcess, if any, of (i) the sum of cash and cash equivalents constituting anExtraordinary Receipt and received in connection with such casualty,condemnation or payment in respect of 

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indemnification(including any cash received by way of deferred payment pursuant to, or bymonetization of, a note receivable or otherwise, but only as and when soreceived) over (ii) the sum of (A) the out-of-pocket expenses incurred by theapplicable Loan Party in connection with recovery of such amounts and (B) theamount applied to repair or replacement or the payment to any Person (otherthan a Loan Party) in respect of such casualty, condemnation orindemnification;

(c)                                  withrespect to the sale of any capital stock or other Equity Interest by any Loan Partyother than in connection with the VAP-I Equity Repurchase, the excess of (i)the sum of the cash and cash equivalents received in connection with such saleover (ii) the underwriting discounts and commissions, and other out-of-pocketexpenses, incurred by such Loan Party in connection with such sale; and

(d)                                 withrespect to the incurrence of any Indebtedness for borrowed money (but withoutthis provision being construed to permit the incurrence of Indebtedness nototherwise permitted by Section 7.03) by any Loan Party, the excess of(i) the sum of the cash and cash equivalents received in connection with suchincurrence over (ii) the arrangement, upfront or underwriting fees, and otherout-of-pocket expenses, incurred by such Loan Party in connection with suchincurrence;

provided that Borrowermay elect from time to time to treat an amounts received under clauses (a) and(b) above as not constituting Net Cash Proceeds up to an aggregate amount notto exceed $100,000 at any one time.

“Note”means a promissory note made by Borrower in favor of a Lender evidencing Loansmade by such Lender, substantially in the form of Exhibit B.

“Obligations”means the Lender Swap Obligations and all advances to, and debts, liabilities,obligations, covenants and duties of, any Loan Party arising under any LoanDocument or otherwise with respect to any Loan, whether direct or indirect(including those acquired by assumption), absolute or contingent, due or tobecome due, now existing or hereafter arising and including interest and feesthat accrue after the commencement by or against any Loan Party or anyAffiliate thereof of any proceeding under any Debtor Relief Laws naming suchPerson as the debtor in such proceeding, regardless of whether such interestand fees are allowed claims in such proceeding.

“Oil and GasProperties” means all oil, gas and/or mineral leases, oil, gas or mineralproperties, mineral servitudes and/or mineral rights of any kind (including,without limitation, mineral fee interests, lease interests, farmout interests,overriding royalty and royalty interests, net profits interests, oil paymentinterests, production payment interests and other types of mineral interests),and all oil and gas gathering, treating, storage, processing and handlingassets.

“OrganizationDocuments” means, (a) with respect to any corporation, the certificate orarticles of incorporation and the bylaws (or equivalent or comparableconstitutive documents with respect to any non-U.S. jurisdiction); (b) withrespect to any limited liability company, the certificate or articles offormation or organization and operating agreement; and (c) with respect 

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to any partnership, jointventure, trust or other form of business entity, the partnership, joint ventureor other applicable agreement of formation or organization and any agreement,instrument, filing or notice with respect thereto filed in connection with itsformation or organization with the applicable Governmental Authority in thejurisdiction of its formation or organization and, if applicable, anycertificate or articles of formation or organization of such entity.

“Other Taxes”means all present or future stamp, intangible or documentary taxes or any otherexcise or property taxes, charges or similar levies arising from any paymentmade hereunder or under any other Loan Document or from the execution, deliveryor enforcement of, or otherwise with respect to, this Agreement or any otherLoan Document.

 “Participant” has the meaning specifiedin Section 10.06(d).

“PBGC”means the Pension Benefit Guaranty Corporation.

“Pension Plan”means any “employee pension benefit plan” (as such term is defined inSection 3(2) of ERISA), other than a Multiemployer Plan, that is subjectto Title IV of ERISA and is sponsored or maintained by Borrower or any ERISAAffiliate or to which Borrower or any ERISA Affiliate contributes or has anobligation to contribute, or in the case of a multiple employer or other plandescribed in Section 4064(a) of ERISA, has made contributions at any timeduring the immediately preceding five plan years.

“Permits”means any permit, approval, authorization, license, registration, certificate,concession, grant, franchise, variance or permission from any GovernmentalAuthority.

“PermittedLiens” means:

### (a)                                  statutory Liens fortaxes, assessments or other governmental charges or levies which are not yetdelinquent or which are being contested in good faith by appropriate action andfor which adequate reserves have been maintained in accordance with GAAP;

### (b)                                 landlords’, operators’,carriers’, warehousemen’s, repairmen’s, mechanics’, materialmen’s, or otherlike Liens which do not secure Indebtedness, in each case only to the extentarising in the ordinary course of business and only to the extent securingobligations which are not delinquent or which are being contested in good faithby appropriate proceedings and for which adequate reserves have been maintainedin accordance with GAAP;

### (c)                                  minor defects andirregularities in title to any property, so long as such defects andirregularities neither secure Indebtedness nor materially impair the value ofsuch property or the use of such property for the purposes for which suchproperty is held;

### (d)                                 deposits of cash orsecurities to secure the performance of bids, trade contracts, leases,statutory obligations and other obligations of a like nature (excluding appealbonds) incurred in the ordinary course of business;

### (e)                                  Liens under theSecurity Documents; and

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### (f)                                    with respect onlyto property subject to any particular Security Document, Liens burdening suchproperty which are expressly allowed by such Security Document.

“Permitted Tax Distributions”means, for any Fiscal Year, the product of (a) the lesser of (i) the highestcombined federal and state income tax marginal rate applicable to individualresidents of Kansas or (ii) forty percent (40%) (twenty percent (20%) in thecase of and with respect to net long term capital gains of Borrower), and (b)Borrower’s taxable income (or taxable gain) under the Code.

“Person”means any natural person, corporation, limited liability company, trust, jointventure, association, company, partnership, Governmental Authority or otherentity.

“Plan”means any “employee benefit plan” (as such term is defined in Section 3(3)of ERISA) established by Borrower or, with respect to any such plan that issubject to Section 412 of the Code or Title IV of ERISA, any ERISAAffiliate.

“Platform”has the meaning specified in Section 6.02.

“Projected Oiland Gas Production” means the projected production of oil or gas (measuredby volume unit or BTU equivalent, not sales price) for the term of any SwapContract or for a particular month, as applicable, from properties andinterests owned by any Loan Party which are located in or offshore of theUnited States and which have attributable to them Proved Developed ProducingReserves, as such production is projected in the most recent report deliveredpursuant to Section 6.02(d) or (e), after deducting projectedproduction from any properties or interests sold or under contract for salethat had been included in such report and after adding projected productionfrom any properties or interests that had not been reflected in such report butthat are reflected in a separate or supplemental reports meeting the requirementsof such Section 6.2(d) or (e) and otherwise are satisfactory toAdministrative Agent.

“ProvedDeveloped Producing Reserves” means Proved Reserves as defined inDefinitions for Oil and Gas Reserves (in this paragraph, the “Definitions”)promulgated by the Society of Petroleum Engineers (or any generally recognizedsuccessor) as in effect at the time in question, which are categorized as both “Developed”and “Producing” in the Definitions.

“Register”has the meaning specified in Section 10.06(c).

“RelatedParties” means, with respect to any Person, such Person’s Affiliates andthe partners, directors, officers, employees, agents and advisors of suchPerson and of such Person’s Affiliates.

“ReportableEvent” means any of the events set forth in Section 4043(c) of ERISA,other than events for which the 30 day notice period has been waived.

“Request forBorrowing” means with respect to the Borrowing, a Loan Notice.

“RequiredLenders” means, as of any date of determination, Lenders having more than50% of the Term Facility on such date; provided that the portion of theTerm Facility held by any 

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Defaulting Lender shallbe excluded for purposes of making a determination of Required Lenders.

“ResponsibleOfficer” means the chief executive officer, president, chief financialofficer, treasurer or assistant treasurer of a Loan Party.  Any document delivered hereunder that issigned by a Responsible Officer of a Loan Party shall be conclusively presumedto have been authorized by all necessary corporate, partnership and/or otheraction on the part of such Loan Party and such Responsible Officer shall beconclusively presumed to have acted on behalf of such Loan Party.

“RestrictedPayment” means any dividend or other distribution (whether in cash,securities or other property) with respect to any capital stock or other EquityInterest of any Loan Party, or any payment (whether in cash, securities orother property), including any sinking fund or similar deposit, on account ofthe purchase, redemption, retirement, acquisition, cancellation or terminationof any such capital stock or other Equity Interest or on account of any returnof capital to a Loan Party’s stockholders, partners or members (or theequivalent Person thereof).

Security Documents”means the instruments listed in the Security Schedule and all other securityagreements, deeds of trust, mortgages, chattel mortgages, pledges, guaranties,financing statements, continuation statements, extension agreements and otheragreements or instruments now, heretofore, or hereafter delivered by any LoanParty to Administrative Agent in connection with this Agreement or anytransaction contemplated hereby to secure or guarantee the payment of any partof the Obligations or the performance of any Loan Party’s other duties andobligations under the Loan Documents.

“SecuritySchedule” means Schedule 2 hereto.

“Subsidiary”of a Person means a corporation, partnership, joint venture, limited liabilitycompany or other business entity of which a majority of the shares of securitiesor other interests having ordinary voting power for the election of directorsor other governing body (other than securities or interests having such poweronly by reason of the happening of a contingency) are at the time beneficiallyowned, or the management of which is otherwise controlled, directly, orindirectly through one or more intermediaries, or both, by such Person; provided,however, for purposes of this Agreement, MV Oil Trust shall not betreated as a Subsidiary of any Loan Party. Unless otherwise specified, all references herein to a “Subsidiary” orto “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower.

“Swap Contract”means (a) any and all rate swap transactions, basis swaps, credit derivativetransactions, forward rate transactions, commodity swaps, commodity options,forward commodity contracts, equity or equity index swaps or options, bond orbond price or bond index swaps or options or forward bond or forward bond priceor forward bond index transactions, interest rate options, forward foreignexchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swaptransactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any optionsto enter into any of the foregoing), whether or not any such transaction isgoverned by or subject to any master agreement, and 

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(b) any and alltransactions of any kind, and the related confirmations, which are subject tothe terms and conditions of, or governed by, any form of master agreementpublished by the International Swaps and Derivatives Association, Inc., anyInternational Foreign Exchange Master Agreement, or any other master agreement(any such master agreement, together with any related schedules, a “MasterAgreement”), including any such obligations or liabilities under any MasterAgreement.

“SwapTermination Value” means, in respect of any one or more Swap Contracts,after taking into account the effect of any legally enforceable nettingagreement relating to such Swap Contracts, (a) for any date on or after thedate such Swap Contracts have been closed out and termination value(s)determined in accordance therewith, such termination value(s), and (b) for anydate prior to the date referenced in clause (a), the amount(s) determined asthe mark-to-market value(s) for such Swap Contracts, as determined based uponone or more mid-market or other readily available quotations provided by any recognizeddealer in such Swap Contracts (which may include a Lender or any Affiliate of aLender).

“SyntheticLease Obligation” means the monetary obligation of a Person under (a) aso-called synthetic, off-balance sheet or tax retention lease, or (b) an agreementfor the use or possession of property creating obligations that do not appearon the balance sheet of such Person but which, upon the insolvency orbankruptcy of such Person, would be characterized as the indebtedness of suchPerson (without regard to accounting treatment).

“Taxes”means all present or future taxes, levies, imposts, duties, deductions,withholdings, assessments, fees or other charges imposed by any GovernmentalAuthority, including any interest, additions to tax or penalties applicablethereto.

“Term Facility”means, at any time, (a) on or prior to the Closing Date, the aggregateamount of the Commitments at such time and (b) thereafter, the aggregateprincipal amount of the Loans of all Lenders outstanding at such time.

“Threshold Amount”means $100,000.

“Trust Units”means trust units of MV Oil Trust.

“Type”means, with respect to a Loan, its character as a Base Rate Loan or aEurodollar Rate Loan.

“UnderwritingAgreement” means the Underwriting Agreement for the sale of Trust Unitscontemplated by the MV Oil Trust Prospectus.

“UnfundedPension Liability” means the excess of a Pension Plan’s benefit liabilitiesunder Section 4001(a)(16) of ERISA, over the current value of that PensionPlan’s assets, determined in accordance with the assumptions used for fundingthe Pension Plan pursuant to Section 412 of the Code for the applicableplan year.

“United States”and “U.S.” mean the United States of America. .

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“VAP-I” hasthe meaning specified in the introductory paragraph hereto.

“VAP-I EquityRepurchase” means the repurchase by VAP-I of up to 46.5% of the EquityInterests in VAP-I on or within 40 days of the date of hereof in considerationfor (i) the cash proceeds of the sale of Trust Units (whether received by VAP-Ior any of its members as a distribution from the sale of the original offeringof Trust Units by Borrower, as the proceeds of up to 1,125,000 “AdditionalUnits” under the Underwriting Agreement, or as a cash contribution from one ormore of the members of VAP-I), or (ii) the delivery of Trust Units by VAP-I orMV Energy,  limited, however, to theportion of the 1,125,000 Trust Units that are contemplated to be sold as “AdditionalUnits” under the Underwriting Agreement, but which are not so sold as “AdditionalUnits” under the Underwriting Agreement, to the extent permitted pursuant toSection 7.05(i).

**1.02**                        **OtherInterpretive Provisions.**  Withreference to this Agreement and each other Loan Document, unless otherwisespecified herein or in such other Loan Document:

### (a)                                  The definitions ofterms herein shall apply equally to the singular and plural forms of the termsdefined.  Whenever the context mayrequire, any pronoun shall include the corresponding masculine, feminine andneuter forms.  The words “include,”“includes” and “including” shall be deemed to be followed by thephrase “without limitation.”  Theword “will” shall be construed to have the same meaning and effect asthe word “shall.”  Unless thecontext requires otherwise, (i) any definition of or reference to any agreement,instrument or other document (including any Organization Document) shall beconstrued as referring to such agreement, instrument or other document as fromtime to time amended, supplemented or otherwise modified (subject to anyrestrictions on such amendments, supplements or modifications set forth hereinor in any other Loan Document), (ii) any reference herein to any Person shallbe construed to include such Person’s successors and assigns, (iii) the words “herein,”“hereof” and “hereunder,” and words of similar import when usedin any Loan Document, shall be construed to refer to such Loan Document in itsentirety and not to any particular provision thereof, (iv) all references in aLoan Document to Articles, Sections, Exhibits and Schedules shall be construedto refer to Articles and Sections of, and Exhibits and Schedules to, the LoanDocument in which such references appear, (v) any reference to any law shallinclude all statutory and regulatory provisions consolidating, amending,replacing or interpreting such law and any reference to any law or regulationshall, unless otherwise specified, refer to such law or regulation as amended,modified or supplemented from time to time, and (vi) the words “asset”and “property” shall be construed to have the same meaning and effectand to refer to any and all tangible and intangible assets and properties,including cash, securities, accounts and contract rights.

### (b)                                 In the computation ofperiods of time from a specified date to a later specified date, the word “from”means “from and including;” the words “to” and “until”each mean “to but excluding;” and the word “through” means “toand including.”

### (c)                                  Section headingsherein and in the other Loan Documents are included for convenience ofreference only and shall not affect the interpretation of this Agreement or anyother Loan Document.

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**1.03****                ****AccountingTerms.**

### (a)                                  Generally.  All accounting terms not specifically orcompletely defined herein shall be construed in conformity with, and allfinancial data (including financial ratios and other financial calculations)required to be submitted pursuant to this Agreement shall be prepared inconformity with, GAAP applied on a consistent basis, as in effect from time totime, applied in a manner consistent with that used in preparing the AuditedFinancial Statements, except as otherwise specifically prescribedherein.  For purposes of this Agreement,MV Oil Trust shall not be treated as a Subsidiary of any Loan Party.

### (b)                                 Changes in GAAP.  If at any time any change in GAAP wouldaffect the computation of any financial ratio or requirement set forth in anyLoan Document, and either Borrower or the Required Lenders shall so request,Agent, Lenders and Borrower shall negotiate in good faith to amend such ratioor requirement to preserve the original intent thereof in light of such changein GAAP (subject to the approval of the Required Lenders); providedthat,until so amended, (i) such ratio or requirement shall continue to be computedin accordance with GAAP prior to such change therein and (ii) Borrower shallprovide to Agent and Lenders financial statements and other documents requiredunder this Agreement or as reasonably requested hereunder setting forth areconciliation between calculations of such ratio or requirement made beforeand after giving effect to such change in GAAP.

**1.04****                ****Rounding**.  Any financial ratios required to bemaintained by Borrower pursuant to this Agreement shall be calculated bydividing the appropriate component by the other component, carrying the resultto one place more than the number of places by which such ratio is expressedherein and rounding the result up or down to the nearest number (with arounding-up if there is no nearest number).

**1.05****                ****Timesof Day**.  Unless otherwise specified,all references herein to times of day shall be references to Eastern time(daylight or standard, as applicable).

# **ARTICLEII.  THE COMMITMENTS AND CREDITEXTENSIONS**

**2.01****                ****Loans**.  Subject to the terms and conditions set forthherein, each Lender severally agrees to renew and extend the Existing Loanspayable to it as a Loan hereunder to Borrower on the Closing Date in the amountof such Lender’s Commitment Percentage of the Term Facility.  Any Loans repaid or prepaid may not bereborrowed hereunder.  Loans may be BaseRate Loans or Eurodollar Rate Loans, as further provided herein.

**2.02      Borrowings,Conversions and Continuations of Loans.**

### (a)                                  TheBorrowing, each conversion of Loans from one Type to the other, and eachcontinuation of Eurodollar Rate Loans shall be made upon Borrower’s irrevocablenotice to Agent, which may be given by telephone.  Each such notice must be received by Agentnot later than 11:00 a.m. (i) three Business Days prior to therequested date of the Borrowing of, or any conversion to or continuation of,Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to BaseRate Loans, and (ii) on the requested date of the Borrowing of Base RateLoans; 

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### provided, however, that if Borrower wishes to request Eurodollar RateLoans having an Interest Period other than one, two, three or six monthsin duration as provided in the definition of “Interest Period”, the applicablenotice must be received by Agent not later than 11:00 a.m. four Business Daysprior to the requested date of the Borrowing, conversion or continuation,whereupon Agent shall give prompt notice to Lenders of such request anddetermine whether the requested Interest Period is acceptable to all ofthem.  Not later than 11:00 a.m.,three Business Days before the requested date of the Borrowing or anyconversion or continuation, Agent shall notify Borrower (which notice may be bytelephone) whether or not the requested Interest Period has been consented toby all Lenders.  Each telephonic noticeby Borrower pursuant to this Section 2.02(a) must be confirmedpromptly by delivery to Agent of a written Loan Notice, appropriately completedand signed by a Responsible Officer of Borrower.  The Borrowing of, and each conversion to orcontinuation of Eurodollar Rate Loans shall be in a principal amount of$2,000,000 or a whole multiple of $500,000 in excess thereof.  The Borrowing of and each conversion to BaseRate Loans shall be in a principal amount of $500,000 or a whole multiple of$100,000 in excess thereof.  Each LoanNotice (whether telephonic or written) shall specify (i) whether Borrower isrequesting the Borrowing, a conversion of Loans from one Type to the other, ora continuation of Eurodollar Rate Loans, (ii) the requested date of theBorrowing, conversion or continuation, as the case may be (which shall be aBusiness Day), (iii) the principal amount of Loans to be borrowed, converted orcontinued, (iv) the Type of Loans to be borrowed or to which existing Loans areto be converted, and (v) if applicable, the duration of the Interest Periodwith respect thereto.  If Borrower failsto specify a Type of Loan in a Loan Notice or if Borrower fails to give atimely notice requesting a conversion or continuation, then the applicableLoans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base RateLoans shall be effective as of the last day of the Interest Period then ineffect with respect to the applicable Eurodollar Rate Loans.  If Borrower requests a Borrowing of,conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice,but fails to specify an Interest Period, it will be deemed to have specified anInterest Period of one month.

### (b)                                 Followingreceipt of a Loan Notice, Agent shall promptly notify each Lender of the amountof its Applicable Percentage of the applicable Loans, and if no timely noticeof a conversion or continuation is provided by Borrower, Agent shall notifyeach Lender of the details of any automatic conversion to Base Rate Loansdescribed in the preceding subsection. In the case of the Borrowing, each Lender shall make the amount of itsLoan available to Agent in immediately available funds at Administrative Agent’sOffice not later than 1:00 p.m. on the Business Day specified in theapplicable Loan Notice.  Uponsatisfaction of the applicable conditions set forth in Sections 4.01and  4.02, Agent shall make all funds so received available toBorrower in like funds as received by Agent either by (i) crediting the accountof Borrower on the books of Bank of America with the amount of such funds or(ii) wire transfer of such funds, in each case in accordance with instructionsprovided to (and reasonably acceptable to) Agent by Borrower.

### (c)                                  Exceptas otherwise provided herein, a Eurodollar Rate Loan may be continued orconverted only on the last day of an Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, no Loansmay be converted to or continued as Eurodollar Rate Loans without the consentof the Required Lenders, and the Required Lenders may demand that any or all ofthe then outstanding Eurodollar Rate Loans be converted immediately to BaseRate Loans 

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### and Borrower agrees to pay all amounts dueunder Section 3.05 in accordance with the terms thereof due to anysuch conversion.

### (d)                                 Agentshall promptly notify Borrower and Lenders of the interest rate applicable toany Interest Period for Eurodollar Rate Loans upon determination of suchinterest rate.

### (e)                                  Aftergiving effect to the Borrowings, all conversions of Loans from one Type to theother, and all continuations of Loans as the same Type, there shall not be morethan five Interest Periods in effect with respect to Loans.

**2.03      IntentionallyOmitted.**

**2.04      IntentionallyOmitted.**

**2.05      Prepayments**.

### (a)                                  Borrowermay, upon notice to Agent, at any time or from time to time voluntarily prepayLoans in whole or in part without premium or penalty; provided that(i) such notice must be received by Agent not later than 11:00 a.m.(A) three Business Days prior to any date of prepayment of Eurodollar RateLoans and (B) on the date of prepayment of Base Rate Loans; (ii) anyprepayment of Eurodollar Rate Loans shall be in a principal amount of$2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) anyprepayment of Base Rate Loans shall be in a principal amount of $500,000 or awhole multiple of $100,000 in excess thereof or, in each case, if less, theentire principal amount thereof then outstanding.  Each such notice shall specify the date andamount of such prepayment and the Type(s) of Loans to be prepaid.  Agent will promptly notify each Lender of itsreceipt of each such notice, and of the amount of such Lender’s ApplicablePercentage of such prepayment.  If suchnotice is given by Borrower, Borrower shall make such prepayment and thepayment amount specified in such notice shall be due and payable on the datespecified therein.  Any prepayment of aEurodollar Rate Loan shall be accompanied by all accrued interest on the amountprepaid, together with any additional amounts required pursuant to Section 3.05.

### (b)                                 (i)If any Loan Party Disposes of any property (other than any Disposition of anyproperty permitted by Section 7.05(a), (b) , (c), (d)or (e)) which results in the realization by such Person of Net CashProceeds, Borrower shall prepay an aggregate principal amount of Loans equal to100% of such Net Cash Proceeds immediately upon receipt thereof by such Person.

#### (ii)                                  Upon the sale orissuance by any Loan Party of any of its Equity Interests (other than any salesor issuances of Equity Interests to another Loan Party or in connection withthe VAP-I Equity Repurchase), Borrower shall prepay an aggregate principalamount of Loans equal to 100% of all Net Cash Proceeds received therefromimmediately upon receipt thereof by****suchLoan Party.

#### (iii)                               Upon the incurrence orissuance by any Loan Party of any Indebtedness (other than Indebtednessexpressly permitted to be incurred or issued pursuant to Section 7.03),Borrower shall prepay an aggregate principal amount of Loans equal to 

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#### 100% of all Net Cash Proceeds received therefrom immediately uponreceipt thereof by such Loan Party.

#### (iv)                              Upon any ExtraordinaryReceipt received by or paid to or for the account of any Loan Party and nototherwise included in clause (i), (ii) or (iii) of this Section 2.05(b),Borrower shall prepay an aggregate principal amount of Loans equal to 100% ofall Net Cash Proceeds received therefrom immediately upon receipt thereof bysuch Loan Party; provided, however, that with respect to anyproceeds of insurance, condemnation awards (or payments in lieu thereof) orindemnity payments, so long as no Default shall have occurred and becontinuing, such Loan Party may apply within 180 days after the receipt of suchcash proceeds to replace or repair the equipment, fixed assets or real propertyin respect of which such cash proceeds were received; and provided, further,however, that any cash proceeds not so applied shall be immediatelyapplied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).

### (c)                                    Each prepayment of the outstanding Loanspursuant to this Section 2.05(a) or (b) shall be applied to theprincipal repayment installments thereof in inverse order of maturity, and eachsuch prepayment shall be paid to the Lenders in accordance with theirrespective Applicable Percentages.

**2.06      IntentionallyOmitted.**

**2.07      ScheduledRepayments of Loans. **Borrower shallrepay to the Lenders the aggregate principal amount of all Loans outstanding inquarterly installments each in the amount of $1,250,000 and each payable on thelast Business Day of each March, June, September and December of each year,beginning on the last Business Day of March 2007; provided, however,that the final principal repayment installment of the Loans shall be repaid onthe Maturity Date and in any event shall be in an amount equal to the aggregateprincipal amount of all Loans outstanding on such date; provided further, suchamounts shall be reduced as a result of the application of prepayments inaccordance with the order of priority set forth in Section 2.05.

**2.08      Interest.**

### (a)                                  Subjectto the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shallbear interest on the outstanding principal amount thereof for each InterestPeriod at a rate per annum equal to the Eurodollar Rate for such InterestPeriod plus the Applicable Rate; and (ii) each Base Rate Loan shall bearinterest on the outstanding principal amount thereof from the applicableborrowing date at a rate per annum equal to the Base Rate plus the ApplicableRate.

### (b)                                 (i)                                     Ifany amount of principal of any Loan is not paid when due (without regard to anyapplicable grace periods), whether at stated maturity, by acceleration orotherwise, such amount shall thereafter bear interest at a fluctuating interestrate per annum at all times equal to the Default Rate to the fullest extentpermitted by applicable Laws.

#### (ii)                                  If any amount (otherthan principal of any Loan) payable by Borrower under any Loan Document is notpaid when due (without regard to any applicable grace

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#### periods), whether at stated maturity, by acceleration or otherwise,then upon the request of the Required Lenders, such amount shall thereafterbear interest at a fluctuating interest rate per annum at all times equal tothe Default Rate to the fullest extent permitted by applicable Laws.

#### (iii)                               Upon the request of theRequired Lenders, while any Event of Default exists, Borrower shall payinterest on the principal amount of all outstanding Obligations hereunder at afluctuating interest rate per annum at all times equal to the Default Rate tothe fullest extent permitted by applicable Laws.

#### (iv)                              Accrued and unpaidinterest on past due amounts (including interest on past due interest) shall bedue and payable upon demand.

### (c)                                  Intereston each Loan shall be due and payable in arrears on each Interest Payment Dateapplicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payablein accordance with the terms hereof before and after judgment, and before andafter the commencement of any proceeding under any Debtor Relief Law.

**2.09     ****Fees.  **Borrowershall pay to Agent for Agent’s own account, fees in the amounts and at thetimes specified in the letter agreement, dated November 20, 2006 (the “AgentFee Letter”), between Borrower and Agent. Such fees shall be fully earned when paid and shall be nonrefundable forany reason whatsoever.

**2.10****                ****Computationof Interest and Fees**.  Allcomputations of interest for Base Rate Loans when the Base Rate is determinedby Bank of America’s “prime rate” shall be made on the basis of a year of 365or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interestshall be made on the basis of a 360-day year and actual days elapsed (whichresults in more fees or interest, as applicable, being paid than if computed onthe basis of a 365-day year).  Interestshall accrue on each Loan for the day on which the Loan is made, and shall notaccrue on a Loan, or any portion thereof, for the day on which the Loan or suchportion is paid, provided that any Loan that is repaid on the same dayon which it is made shall, subject to Section 2.12(a), bearinterest for one day.  Each determinationby Agent of an interest rate or fee hereunder shall be conclusive and bindingfor all purposes, absent manifest error.

**2.11****                ****Evidenceof Debt**.  The Loan made by each Lendershall be evidenced by one or more accounts or records maintained by such Lenderand by Agent in the ordinary course of business.  The accounts or records maintained by Agentand each Lender shall be conclusive absent manifest error of the amount of theLoan made by Lenders to Borrower and the interest and payments thereon.  Any failure to so record or any error indoing so shall not, however, limit or otherwise affect the obligation ofBorrower hereunder to pay any amount owing with respect to theObligations.  In the event of anyconflict between the accounts and records maintained by any Lender and theaccounts and records of Agent in respect of such matters, the accounts andrecords of Agent shall control in the absence of manifest error.  Upon the request of any Lender made throughAgent, Borrower shall execute and deliver to such Lender (through Agent) aNote, which shall evidence such Lender’s Loans in addition to such accounts orrecords.  Each Lender

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mayattach schedules to its Note and endorse thereon the date, Type (ifapplicable), amount and maturity of its Loans and payments with respectthereto.

**2.12     ****Payments Generally; Agent’sClawback.**

### (a)                                  General.  All payments to be made by Borrower shall bemade without condition or deduction for any counterclaim, defense, recoupmentor setoff.  Except as otherwise expresslyprovided herein, all payments by Borrower hereunder shall be made to Agent, forthe account of the respective Lenders to which such payment is owed, at theAdministrative Agent’s Office in Dollars and in immediately available funds notlater than 12:00 noon on the date specified herein.  Agent will promptly distribute to each Lenderits Applicable Percentage(or other applicable share as provided herein) of suchpayment in like funds as received by wire transfer to such Lender’s LendingOffice.  All payments received by Agentafter 12:00 noon shall be deemed received on the next succeeding Business Dayand any applicable interest or fee shall continue to accrue.  If any payment to be made by Borrower shallcome due on a day other than a Business Day, payment shall be made on the nextfollowing Business Day, and such extension of time shall be reflected incomputing interest or fees, as the case may be.

#### (i)                                     Funding by Lenders;Presumption by Agent.  Unless Agentshall have received notice from a Lender prior to the proposed date of theBorrowing of Eurodollar Rate Loans (or, in the case of the Borrowing of BaseRate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lenderwill not make available to Agent such Lender’s share of such Borrowing, Agentmay assume that such Lender has made such share available on such date inaccordance with Section 2.02 (or, in the case of a Borrowing ofBase Rate Loans, that such Lender has made such share available in accordancewith and at the time required by Section 2.02) and may, in relianceupon such assumption, make available to Borrower a corresponding amount.  In such event, if a Lender has not in factmade its share of the applicable Borrowing available to Agent, then theapplicable Lender and Borrower severally agree to pay to Agent forthwith ondemand such corresponding amount in immediately available funds with interestthereon, for each day from and including the date such amount is made availableto Borrower to but excluding the date of payment to Agent, at (A) in the caseof a payment to be made by such Lender, the greater of the Federal Funds Rateand a rate determined by Agent in accordance with banking industry rules oninterbank compensation, plus any administrative, processing or similar feescustomarily charged by Agent in connection with the foregoing and (B) in thecase of a payment to be made by Borrower, the interest rate applicable to BaseRate Loans.  If Borrower and such Lendershall pay such interest to Agent for the same or an overlapping period, Agentshall promptly remit to Borrower the amount of such interest paid by Borrowerfor such period.  If such Lender pays itsshare of the applicable Borrowing to Agent, then the amount so paid shallconstitute such Lender’s Loan included in such Borrowing.  Any payment by Borrower shall be withoutprejudice to any claim Borrower may have against a Lender that shall havefailed to make such payment to Agent.

#### (ii)                                  Payments byBorrower; Presumptions by Agent. Unless Agent shall have received notice from Borrower prior to the dateon which any payment is due to Agent for 

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#### the account of the Lenders hereunder that Borrower will not make suchpayment, Agent may assume that Borrower has made such payment on such date inaccordance herewith and may, in reliance upon such assumption, distribute toLenders the amount due.  In such event,if Borrower has not in fact made such payment, then each of Lenders severallyagrees to repay to Agent forthwith on demand the amount so distributed to suchLender in immediately available funds with interest thereon, for each day fromand including the date such amount is distributed to it to but excluding thedate of payment to Agent, at the greater of the Federal Funds Rate and a ratedetermined by Agent in accordance with banking industry rules on interbankcompensation.  A notice of Agent to anyLender or Borrower with respect to any amount owing under this subsection (b)shall be conclusive, absent manifest error.

### (b)                                 Failureto Satisfy Conditions Precedent.  Ifany Lender makes available to Agent funds for any Loan to be made by suchLender as provided in the foregoing provisions of this Article II,and such funds are not made available to Borrower by Agent because theconditions to the applicable Loan set forth in Article IV are notsatisfied or waived in accordance with the terms hereof, Agent shall returnsuch funds (in like funds as received from such Lender) to such Lender, withoutinterest.

### (c)                                  Obligationsof Lenders Several.  The obligationsof Lenders hereunder to make Loans are several and not joint.  The failure of any Lender to make any Loan orto make any payment under Section 10.04(c) on any date requiredhereunder shall not relieve any other Lender of its corresponding obligation todo so on such date, and no Lender shall be responsible for the failure of anyother Lender to so make its Loan or to make its payment under Section 10.04(c):

### (d)                                 FundingSource.  Nothing herein shall bedeemed to obligate any Lender to obtain the funds for any Loan in anyparticular place or manner or to constitute a representation by any Lender thatit has obtained or will obtain the funds for any Loan in any particular placeor manner.

**2.13      Sharingof Payments**.  If anyLender shall, by exercising any right of setoff or counterclaim or otherwise,obtain payment in respect of any principal of or interest on any of the Loansmade by it resulting in such Lender’s receiving payment of a proportion of theaggregate amount of such Loans and accrued interest thereon greater than its prorata share thereof as provided herein, then the Lender receiving suchgreater proportion shall (a) notify Agent of such fact, and (b) purchase(for cash at face value) participations in the Loans of the other Lenders, ormake such other adjustments as shall be equitable, so that the benefit of allsuch payments shall be shared by the Lenders ratably in accordance with theaggregate amount of principal of and accrued interest on their respectiveLoans, provided that:

#### (i)                                     if any suchparticipations or subparticipations are purchased and all or any portion of thepayment giving rise thereto is recovered, such participations orsubparticipations shall be rescinded and the purchase price restored to theextent of such recovery, without interest; and

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#### (ii)                                  the provisions ofthis Section shall not be construed to apply to (x) any payment madeby Borrower pursuant to and in accordance with the express terms of thisAgreement or (y) any payment obtained by a Lender as consideration for theassignment of or sale of a participation in any of its Loans to any assignee orparticipant, other than to any Loan Party (as to which the provisions of thisSection shall apply).

Each Loan Partyconsents to the foregoing and agrees, to the extent it may effectively do sounder applicable law, that any Lender acquiring a participation pursuant to theforegoing arrangements may exercise against such Loan Party rights of setoffand counterclaim with respect to such participation as fully as if such Lenderwere a direct creditor of such Loan Party in the amount of such participation.

# **ARTICLEIII.  TAXES, YIELD PROTECTION ANDILLEGALITY**

**3.01****                ****Taxes**.

### (a)                                  PaymentsFree of Taxes.  Any and all paymentsby Borrower to or on account of any obligation of Borrower hereunder or underany other Loan Document shall be made free and clear of and without reductionor withholding for any Indemnified Taxes or Other Taxes, provided that ifBorrower shall be required by any applicable law to deduct any IndemnifiedTaxes (including any Other Taxes) from such payments, then, (i) the sum payableshall be increased as necessary so that after making all required deductions(including deductions applicable to additional sums payable under thisSection), Agent or Lender, as the case may be, receives an amount equal to thesum it would have received had no such deductions been made, (ii) Borrowershall make such deductions, and (iii) Borrower shall timely pay the full amountdeducted to the relevant Governmental Authority in accordance with applicablelaw.

### (b)                                 Paymentof Other Taxes by Borrower.  Withoutlimiting the provisions of subsection (a) above, Borrower shall timely pay anyOther Taxes to the relevant Governmental Authority in accordance withapplicable law.

### (c)                                  Indemnificationby Borrower.  Borrower shallindemnify Agent and each Lender, within 10 days after demand therefor, for thefull amount of any Indemnified Taxes or Other Taxes (including IndemnifiedTaxes or Other Taxes imposed or asserted on or attributable to amounts payableunder this Section) paid by Agent or such Lender, as the case may be, and anypenalties, interest and reasonable expenses arising therefrom or with respectthereto, whether or not such Indemnified Taxes or Other Taxes were correctly orlegally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of suchpayment or liability delivered to Borrower by a Lender (with a copy to Agent),or by Agent on its own behalf or on behalf of a Lender, shall be conclusiveabsent manifest error.

### (d)                                 Evidenceof Payments.  As soon as practicableafter any payment of Indemnified Taxes or Other Taxes by Borrower to aGovernmental Authority, Borrower shall deliver to Agent the original or acertified copy of a receipt issued by such Governmental Authority evidencingsuch payment, a copy of the return reporting such payment or other evidence ofsuch payment reasonably satisfactory to Agent.

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### (e)                                  Statusof Lenders.  Any Lender, if requestedby Borrower or Agent, shall deliver such documentation prescribed by applicablelaw or reasonably requested by Borrower or Agent as will enable Borrower orAgent to determine whether or not such Lender is subject to backup withholdingor information reporting requirements.

### (f)                                    Treatmentof Certain Refunds.  If Agent or anyLender determines, in its sole discretion, that it has received a refund of anyTaxes or Other Taxes as to which it has been indemnified by Borrower or withrespect to which Borrower has paid additional amounts pursuant to this Section,it shall pay to Borrower an amount equal to such refund (but only to the extentof indemnity payments made, or additional amounts paid, by Borrower under thisSection with respect to the Taxes or Other Taxes giving rise to suchrefund), net of all out-of-pocket expenses of Agent or such Lender, as the casemay be, and without interest (other than any interest paid by the relevantGovernmental Authority with respect to such refund), provided that Borrower,upon the request of Agent or such Lender, agrees to repay the amount paid overto Borrower (plus any penalties, interest or other charges imposed by therelevant Governmental Authority) to Agent or such Lender in the event Agent orsuch Lender is required to repay such refund to such GovernmentalAuthority.  This subsection shall not beconstrued to require Agent or any Lender to make available its tax returns (orany other information relating to its taxes that it deems confidential) toBorrower or any other Person.

**3.02      Illegality**.  If any Lender determines that any Law hasmade it unlawful, or that any Governmental Authority has asserted that it isunlawful, for any Lender or its applicable Lending Office to make, maintain orfund Eurodollar Rate Loans, or to determine or charge interest rates based uponthe Eurodollar Rate, or any Governmental Authority has imposed materialrestrictions on the authority of such Lender to purchase or sell, or to takedeposits of, Dollars in the London interbank market, then, on notice thereof bysuch Lender to Borrower through Agent, any obligation of such Lender to make orcontinue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar RateLoans shall be suspended until such Lender notifies Agent and Borrower that thecircumstances giving rise to such determination no longer exist.  Upon receipt of such notice, Borrower shall,upon demand from such Lender (with a copy to Agent), prepay or, if applicable,convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either onthe last day of the Interest Period therefor, if such Lender may lawfullycontinue to maintain such Eurodollar Rate Loans to such day, or immediately, ifsuch Lender may not lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion,Borrower shall also pay accrued interest on the amount so prepaid or convertedand all amounts due under Section 3.05 in accordance with the termsthereof due to such prepayment or conversion.

**3.03****                ****Inabilityto Determine Rates**.  If Agentdetermines in connection with any request for a Eurodollar Rate Loan or aconversion to or continuation thereof that (a) Dollar deposits are not beingoffered to banks in the London interbank eurodollar market for the applicableamount and Interest Period of such Eurodollar Rate Loan, (b) adequate andreasonable means do not exist for determining the Eurodollar Base Rate for anyrequested Interest Period with respect to a proposed Eurodollar Rate Loan, or(c) the Eurodollar Base Rate for any requested Interest Period with respect toa proposed Eurodollar Rate Loan does not adequately and fairly reflect the costto such Lenders of funding such Loan, Agent will promptly so notify Borrowerand each Lender.  Thereafter, theobligation of Lenders to make or maintain Eurodollar Rate Loans shall be 

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suspendeduntil Agent (upon the instruction of the Required Lenders) revokes suchnotice.  Upon receipt of such notice,Borrower may revoke any pending request for a Borrowing of, conversion to orcontinuation of Eurodollar Rate Loans or, failing that, will be deemed to haveconverted such request into a request for a Borrowing of Base Rate Loans in theamount specified therein.

**3.04****                ****IncreasedCosts.**

### (a)                                  IncreasedCosts Generally.  If any Change inLaw shall:

#### (i)                                     impose, modify ordeem applicable any reserve, special deposit, compulsory loan, insurance chargeor similar requirement against assets of, deposits with or for the account of,or credit extended or participated in by, any Lender (except any reserverequirement reflected in the Eurodollar Rate);

#### (ii)                                  subject any Lender toany tax of any kind whatsoever with respect to this Agreement or any EurodollarRate Loan made by it, or change the basis of taxation of payments to suchLender in respect thereof (except for Indemnified Taxes or Other Taxes coveredby Section 3.01 and the imposition of, or any change in the rateof, any Excluded Tax payable by such Lender); or

#### (iii)                               impose on any Lender orthe London interbank market any other condition, cost or expense affecting thisAgreement or Eurodollar Rate Loans made by such Lender;

and the result of any of theforegoing shall be to increase the cost to such Lender of making or maintainingany Eurodollar Rate Loan (or of maintaining its obligation to make any suchLoan), or to reduce the amount of any sum received or receivable by such Lenderhereunder (whether of principal, interest or any other amount) then, uponrequest of such Lender, Borrower will pay to such Lender, as the case may be,such additional amount or amounts as will compensate such Lender, as the casemay be, for such additional costs incurred or reduction suffered.

### (b)                                 CapitalRequirements.  If any Lenderdetermines that any Change in Law affecting such Lender or any Lending Officeof such Lender or such Lender’s holding company, if any, regarding capitalrequirements has or would have the effect of reducing the rate of return onsuch Lender’s capital or on the capital of such Lender’s holding company, ifany, as a consequence of this Agreement, the Commitments of such Lender or theLoans made by such Lender, to a level below that which such Lender or suchLender’s holding company could have achieved but for such Change in Law (takinginto consideration such Lender’s policies and the policies of such Lender’sholding company with respect to capital adequacy), then from time to timeBorrower will pay to such Lender, as the case may be, such additional amount oramounts as will compensate such Lender or such Lender’s holding company for anysuch reduction suffered.

### (c)                                  Certificatesfor Reimbursement.  A certificate ofa Lender setting forth the amount or amounts necessary to compensate suchLender or its holding company, as the case may be, as specified in subsection(a) or (b) of this Section and delivered to Borrower shall be conclusive 

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### absent manifest error.  Borrower shall pay such Lender, as the casemay be, the amount shown as due on any such certificate within 30 days afterreceipt thereof.

### (d)                                 Delayin Requests.  Failure or delay on thepart of any Lender to demand compensation pursuant to the foregoing provisionsof this Section shall not constitute a waiver of such Lender’s right to demandsuch compensation, provided that Borrower shall not be required tocompensate a Lender pursuant to the foregoing provisions of this Section forany increased costs incurred or reductions suffered more than nine months priorto the date that such Lender, as the case may be, notifies Borrower of theChange in Law giving rise to such increased costs or reductions and of suchLender’s intention to claim compensation therefor (except that, if the Changein Law giving rise to such increased costs or reductions is retroactive, thenthe nine-month period referred to above shall be extended to include the periodof retroactive effect thereof).

**3.05****                ****Compensationfor Losses**.  Upon demandof any Lender (with a copy to Agent) from time to time, Borrower shall promptlycompensate such Lender for and hold such Lender harmless from any loss, cost orexpense incurred by it as a result of:

### (a)                                  anycontinuation, conversion, payment or prepayment of any Loan other than a BaseRate Loan on a day other than the last day of the Interest Period for such Loan(whether voluntary, mandatory, automatic, by reason of acceleration, orotherwise); or

### (b)                                 anyfailure by Borrower (for a reason other than the failure of such Lender to makea Loan) to prepay, borrow, continue or convert any Loan other than a Base RateLoan on the date or in the amount notified by Borrower;

including any loss ofanticipated profits and any loss or expense arising from the liquidation orreemployment of funds obtained by it to maintain such Loan or from fees payableto terminate the deposits from which such funds were obtained.  Borrower shall also pay any customaryadministrative fees charged by such Lender in connection with theforegoing.  For purposes of calculatingamounts payable by Borrower to Lenders under this Section 3.05,each Lender shall be deemed to have funded each Eurodollar Rate Loan made by itat the Eurodollar Base Rate used in determining the Eurodollar Rate for suchLoan by a matching deposit or other borrowing in the London interbankeurodollar market for a comparable amount and for a comparable period, whetheror not such Eurodollar Rate Loan was in fact so funded.

**3.06****                ****MitigationObligations**. If any Lender requests compensation under Section 3.04,or Borrower is required to pay any additional amount to any Lender or anyGovernmental Authority for the account of any Lender pursuant to Section 3.01,or if any Lender gives a notice pursuant to Section 3.02, then suchLender shall use reasonable efforts to designate a different Lending Office forfunding or booking its Loans hereunder or to assign its rights and obligationshereunder to another of its offices, branches or affiliates, if, in thejudgment of such Lender, such designation or assignment (i) would eliminate orreduce amounts payable pursuant to Section 3.01 or 3.04, asthe case may be, in the future, or eliminate the need for the notice pursuantto Section 3.02, as applicable, and (ii) in each case, would notsubject such Lender to any unreimbursed cost or expense and would not otherwisebe disadvantageous to such Lender.

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Borrowerhereby agrees to pay all reasonable costs and expenses incurred by any Lenderin connection with any such designation or assignment.

**3.07****                ****Survival**.  All of Borrower’s obligations under this Article IIIshall survive termination of the Aggregate Commitments and repayment of allother Obligations hereunder.

# **ARTICLEIV.  CONDITIONS PRECEDENT TO CREDITEXTENSIONS**

**4.01****                ****Conditionsof Borrowing**.  Theobligation of each Lender to make its Loan hereunder is subject to satisfactionof the following conditions precedent:

### (a)                                  Agent’sreceipt of the following, each of which shall be originals or telecopies(followed promptly by originals) unless otherwise specified, each properlyexecuted by a Responsible Officer of the signing Loan Party, each dated theClosing Date (or, in the case of certificates of governmental officials, arecent date before the Closing Date) and each in form and substancesatisfactory to Agent and each of the Lenders:

#### (i)                                     executedcounterparts of this Agreement, the Mortgage Amendment in the form of Exhibit Fhereto and each other Security Document listed in the Security Schedule,sufficient in number for distribution to Agent, each Lender and Borrower;

#### (ii)                                  a Note executed byBorrower in favor of each Lender requesting a Note;

#### (iii)                               such certificates ofresolutions or other action, incumbency certificates and/or other certificatesof Responsible Officers of each Loan Party as Agent may require evidencing theidentity, authority and capacity of each Responsible Officer thereof authorizedto act as a Responsible Officer in connection with this Agreement and the otherLoan Documents to which such Loan Party is a party;

#### (iv)                              such documents andcertifications as Agent may reasonably require to evidence that each Loan Partyis duly organized or formed, and that each Loan Party is validly existing, ingood standing and qualified to engage in business in each jurisdiction whereits ownership, lease or operation of properties or the conduct of its businessrequires such qualification, except to the extent that failure to do so couldnot reasonably be expected to have a Material Adverse Effect;

#### (v)                                 favorable opinions ofcounsel to the Loan Parties from counsel licensed to practice law in the Stateof Kansas addressed to Agent and each Lender, as to the matters concerning theLoan Parties and the Loan Documents set forth in Exhibit E, in form andsubstance satisfactory to Agent;

#### (vi)                              a certificate of aResponsible Officer of each Loan Party either (A) attaching copies of allconsents, licenses and approvals required in connection with the execution,delivery and performance by such Loan Party and the validity against such LoanParty of the Loan Documents to which it is a party, and such consents, licensesand approvals shall be in full force and effect, or (B) stating that no suchconsents, licenses or approvals are so required;

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#### (vii)                           a certificate signed by aResponsible Officer of Borrower certifying (A) that the conditions specified inSections 4.02(a) and (b) have been satisfied, and (B) that therehas been no event or circumstance since the date of the Audited FinancialStatements that has had or could be reasonably expected to have, eitherindividually or in the aggregate, a Material Adverse Effect;

#### (viii)                        evidence that all insurancerequired to be maintained pursuant to this Agreement has been obtained and isin effect;

#### (ix)                                a duly completedCompliance Certificate as of the last day of the fiscal quarter of Borrowermost recently ended prior to the Closing Date, signed by a Responsible Officerof Borrower;

#### (x)                                   evidence that theoutstanding principal balance of loans under the Existing Credit Agreement,other than the $25,000,000 of Existing Loans renewed and extended hereunder,has been repaid in full, all letters of credit under the Existing CreditAgreements have been terminated and all commitments under the Existing CreditAgreement have been terminated; and

#### (xi)                                such other assurances,certificates, documents, consents or opinions as Agent or the Required Lendersreasonably may require.

### (b)                                 Anyfees required to be paid on or before the Closing Date shall have been paid.

### (c)                                  Unlesswaived by Agent, Borrower shall have paid all fees, charges and disbursementsof counsel to Agent to the extent invoiced prior to or on the Closing Date,plus such additional amounts of such fees, charges and disbursements as shallconstitute its reasonable estimate of such fees, charges and disbursementsincurred or to be incurred by it through the closing proceedings (providedthat such estimate shall not thereafter preclude a final settling of accountsbetween Borrower and Agent).

### (d)                                 Thecontribution of a term net profits interest to MV Oil Trust in exchange forTrust Units, and the sale of Trust Units, all as described in the MV Oil TrustProspectus.

### (e)                                  TheClosing Date shall have occurred on or before January 31, 2007.

### (f)                                    Ona pro forma basis, after giving effect to the Loans, the payment of all loansand other liabilities in connection with the Existing Credit Agreement, thepayment of fees, closing costs and expenses in connection with this Agreementthe shall be in compliance with Sections 7.12.

Without limiting thegenerality of the provisions of Section 9.04, for purposes ofdetermining compliance with the conditions specified in this Section 4.01,each Lender that has signed this Agreement shall be deemed to have consentedto, approved or accepted or to be satisfied with, each document or other matterrequired thereunder to be consented to or approved by or acceptable orsatisfactory to a Lender unless Agent shall have received notice from suchLender prior to the proposed Closing Date specifying its objection thereto.

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**4.02****                ****AdditionalConditions of Borrowing**.  Theobligation of each Lender to make its Loan hereunder is also subject to thefollowing conditions precedent:

### (a)                                  Therepresentations and warranties of Borrower and each other Loan Party containedin Article V or any other Loan Document, or which are contained inany document furnished at any time under or in connection herewith ortherewith, shall be true and correct on and as of the date of the Borrowing,except to the extent that such representations and warranties specificallyrefer to an earlier date, in which case they shall be true and correct as ofsuch earlier date.

### (b)                                 NoDefault shall exist, or would result from the Borrowing or from the applicationof the proceeds thereof.

### (c)                                  Agentshall have received a Request for Borrowing in accordance with the requirementshereof.

### (d)                                 Agentshall have received, in form and substance satisfactory to it, such otherassurances, certificates, documents or consents related to the foregoing asAgent or the Required Lenders reasonably may require.

The Request forBorrowing submitted by Borrower shall be deemed to be a representation andwarranty that the conditions specified in Sections 4.02(a) and (b)have been satisfied on and as of the date of the Borrowing.

# **ARTICLEV.  REPRESENTATIONS AND WARRANTIES**

Each Loan Partyrepresents and warrants to Agent and the Lenders that:

**5.01****                ****Existence,Qualification and Power; Compliance with Laws**.  Each Loan Party and each Subsidiary thereof(a) is duly organized or formed, validly existing and in good standing underthe Laws of the jurisdiction of its incorporation or organization, (b) has allrequisite power and authority and all requisite governmental licenses,authorizations, consents and approvals to (i) own or lease its assets and carryon its business and (ii) execute, deliver and perform its obligations under theLoan Documents to which it is a party, (c) is duly qualified and is licensedand in good standing under the Laws of each jurisdiction where its ownership,lease or operation of properties or the conduct of its business requires suchqualification or license, and (d) is in compliance with all Laws; except ineach case referred to in clause (b)(i), (c) or (d), to the extent that failureto do so could not reasonably be expected to have a Material Adverse Effect.

**5.02****                ****Authorization;No Contravention**.  Theexecution, delivery and performance by each Loan Party of each Loan Document towhich such Person is party, have been duly authorized by all necessarycorporate or other organizational action, and do not and will not(a) contravene the terms of any of such Person’s Organization Documents;(b) conflict with or result in any breach or contravention of, or the creationof any Lien under, or require any payment to be made under (i) any ContractualObligation to which such Person is a party or affecting such Person or theproperties of such Person or any of its Subsidiaries or (ii) any order,injunction, writ or decree of

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anyGovernmental Authority or any arbitral award to which such Person or itsproperty is subject; or (c) violate any Law. Each Loan Party and each Subsidiary thereof is in compliance with allContractual Obligations referred to in clause (b)(i), except to the extent thatfailure to do so could not reasonably be expected to have a Material AdverseEffect.

**5.03****                ****GovernmentalAuthorization; Other Consents**.  No approval, consent, exemption,authorization, or other action by, or notice to, or filing with, any GovernmentalAuthority or any other Person is necessary or required in connection with theexecution, delivery or performance by, or enforcement against, any Loan Partyof this Agreement or any other Loan Document.

**5.04****                ****BindingEffect**.  This Agreement has been, andeach other Loan Document, when delivered hereunder, will have been, dulyexecuted and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each otherLoan Document when so delivered will constitute, a legal, valid and bindingobligation of such Loan Party, enforceable against each Loan Party that isparty thereto in accordance with its terms.

**5.05****                ****FinancialStatements; No Material Adverse Effect**.

### (a)                                  TheAudited Financial Statements (i) were prepared in accordance with GAAP consistentlyapplied throughout the period covered thereby, except as otherwise expresslynoted therein; (ii) fairly present the financial condition of Borrower and itsSubsidiaries as of the date thereof and their results of operations for theperiod covered thereby in accordance with GAAP consistently applied throughoutthe period covered thereby, except as otherwise expressly noted therein; and(iii) show all material indebtedness and other liabilities, direct orcontingent, of Borrower and its Subsidiaries as of the date thereof, includingliabilities for taxes, material commitments and Indebtedness.

### (b)                                 Theunaudited consolidated balance sheet of Borrower and its Subsidiaries datedSeptember 30, 2006, and the related consolidated statements of income oroperations, shareholders’ equity and cash flows for the fiscal quarter ended onthat date (i) were prepared in accordance with GAAP consistently appliedthroughout the period covered thereby, except as otherwise expressly notedtherein, and (ii) fairly present the financial condition of Borrower and itsSubsidiaries as of the date thereof and their results of operations for theperiod covered thereby, subject, in the case of clauses (i) and (ii), to theabsence of footnotes and to normal year-end audit adjustments.

### (c)                                  Sincethe date of the Audited Financial Statements, there has been no event orcircumstance, either individually or in the aggregate, that has had or couldreasonably be expected to have a Material Adverse Effect.

**5.06****                ****Litigation**.  There are no actions, suits, proceedings,claims or disputes pending or, to the knowledge of any Loan Party after due anddiligent investigation, threatened or contemplated, at law, in equity, inarbitration or before any Governmental Authority, by or against any Loan Partyor any of its Subsidiaries or against any of their properties or revenues that(a) purport to affect or pertain to this Agreement or any other LoanDocument, or any of the transactions contemplated hereby (including any whichchallenge or otherwise pertain to any Loan Party’s 

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titleto any Collateral), or (b) except as specifically disclosed in the DisclosureSchedule, either individually or in the aggregate, if determined adversely,could reasonably be expected to have a Material Adverse Effect, and there hasbeen no adverse change in the status, or financial effect on any Loan Party orany Subsidiary thereof, of the matters described in the Disclosure Schedule.

**5.07****                ****NoDefault**.  No Loan Party is in defaultunder or with respect to any Contractual Obligation that could, eitherindividually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect.  No Default has occurredand is continuing or would result from the consummation of the transactionscontemplated by this Agreement or any other Loan Document.

**5.08****                ****Ownershipof Property; Liens**.  Each LoanParty has good record and marketable title in fee simple to, or valid leaseholdinterests in, all real property necessary or used in the ordinary conduct ofits business, except for such defects in title as could not, individually or inthe aggregate, reasonably be expected to have a Material Adverse Effect.  The property of each Loan Party is subject tono Liens, other than Liens permitted by Section 7.01.

**5.09****                ****EnvironmentalCompliance**.  The LoanParties conduct in the ordinary course of business a review of the effect ofexisting Environmental Laws and claims alleging potential liability orresponsibility for violation of any Environmental Law on their respectivebusinesses, operations and properties, and as a result thereof Borrower hasreasonably concluded that, except as specifically disclosed in the DisclosureSchedule, such Environmental Laws and claims could not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect.

**5.10****                ****Insurance**.  The properties of each Loan Party are insuredwith financially sound and reputable insurance companies, not Affiliates of anyLoan Party, in such amounts (after giving effect to any self-insurancecompatible with the following standards), with such deductibles and coveringsuch risks as are customarily carried by companies engaged in similarbusinesses and owning similar properties in localities where such Loan Partyoperates.

**5.11****                ****Taxes**.  Each Loan Party has filed all Federal, stateand other material tax returns and reports required to be filed, and have paidall Federal, state and other material taxes, assessments, fees and othergovernmental charges levied or imposed upon its or its properties, income orassets otherwise due and payable, except those which are being contested ingood faith by appropriate proceedings diligently conducted and for whichadequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment againstany Loan Party that would, if made, have a Material Adverse Effect.

**5.12****                ****ERISACompliance.**

### (a)                                  EachPlan is in compliance in all material respects with the applicable provisionsof ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify underSection 401(a) of the Code has received a favorable determination letterfrom the IRS or an application for such a letter is currently being processedby the IRS with respect thereto and, to the best knowledge of Borrower, nothinghas occurred which would prevent, or cause the loss of, suchqualification.  Each Loan Party and eachERISA Affiliate have made all required contributions to each Plan subject toSection 412 of the Code, and no application for a funding 

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### waiver or an extension of any amortizationperiod pursuant to Section 412 of the Code has been made with respect toany Plan.

### (b)                                 Thereare no pending or, to the best knowledge of Borrower, threatened claims,actions or lawsuits, or action by any Governmental Authority, with respect to anyPlan that could be reasonably be expected to have a Material AdverseEffect.  There has been no prohibitedtransaction or violation of the fiduciary responsibility rules with respect toany Plan that has resulted or could reasonably be expected to result in aMaterial Adverse Effect.

### (c)                                  (i)  No ERISA Event has occurred or is reasonablyexpected to occur; (ii) no Pension Plan has any Unfunded PensionLiability; (iii) no Loan Party nor any ERISA Affiliate has incurred, orreasonably expects to incur, any liability under Title IV of ERISA withrespect to any Pension Plan (other than premiums due and not delinquent underSection 4007 of ERISA); (iv) no Loan Party nor any ERISA Affiliate hasincurred, or reasonably expects to incur, any liability (and no event hasoccurred which, with the giving of notice under Section 4219 of ERISA,would result in such liability) under Sections 4201 or 4243 of ERISA withrespect to a Multiemployer Plan; and (v) no Loan Party nor any ERISAAffiliate has engaged in a transaction that could be subject to Sections 4069or 4212(c) of ERISA.

**5.13****                ****Subsidiaries**.  As of the Closing Date, Loan Parties have noSubsidiaries other than those specifically disclosed in the DisclosureSchedule, and all of the outstanding Equity Interests in such Subsidiaries havebeen validly issued, are fully paid and nonassessable and are owned by a LoanParty in the amounts specified in the Disclosure Schedule free and clear of allLiens.  Loan Parties have no equityinvestments in any other corporation or entity other than those specificallydisclosed in the Disclosure Schedule. All of the outstanding Equity Interests in each Loan Party have beenvalidly issued and are fully paid and nonassessable.

**5.14****                ****MarginRegulations; Investment Company Act; Public Utility Holding Company Act.**

### (a)                                  NoLoan Party is engaged nor will any Loan Party not engage, principally or as oneof its important activities, in the business of purchasing or carrying marginstock (within the meaning of Regulation U issued by the FRB), or extendingcredit for the purpose of purchasing or carrying margin stock.

### (b)                                 Noneof the Loan Parties, any Person Controlling the Loan Parties, or any Subsidiaryof any Loan Party is or is required to be registered as an “investment company”under the Investment Company Act of 1940.

**5.15****                ****Disclosure**.  Each Loan Party has disclosed to Agent andLenders all agreements, instruments and corporate or other restrictions towhich it or any of its Subsidiaries is subject, and all other matters known toit, that, individually or in the aggregate, could reasonably be expected toresult in a Material Adverse Effect.  Noreport, financial statement, certificate or other information, taken as awhole, furnished (whether in writing or orally) by or on behalf of any LoanParty to Agent or any Lender in connection with the transactions contemplatedhereby and the negotiation of this Agreement or delivered hereunder or underany other Loan Document 

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(ineach case, as modified or supplemented by other information so furnished)contains any material misstatement of fact or omits to state any material factnecessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading; provided that, with respectto projected financial information, Borrower represents only that suchinformation was prepared in good faith based upon assumptions believed to bereasonable at the time.

**5.16****                ****Compliancewith Laws**.  Each LoanParty and each Subsidiary thereof is in compliance in all material respectswith the requirements of all Laws and all orders, writs, injunctions anddecrees applicable to it or to its properties, except in such instances inwhich (a) such requirement of Law or order, writ, injunction or decree is beingcontested in good faith by appropriate proceedings diligently conducted or (b)the failure to comply therewith, either individually or in the aggregate, couldnot reasonably be expected to have a Material Adverse Effect.

**5.17****                ****Leases;Contracts; Licenses, Etc**.  Theleases, contracts, servitudes and other agreements forming a part of the Oiland Gas Properties of the Loan Parties covered by the Initial EngineeringReport and each subsequent Engineering Report are in full force andeffect.  No Loan Party is in default withrespect to its obligations (and no Loan Party is aware of any default by anythird party with respect to such third party’s obligations) under any suchleases, contracts, servitudes and other agreements, or under any PermittedLiens, or otherwise attendant to the ownership or operation of any part of theOil and Gas Properties, where such default could adversely affect the ownershipor operation of any Oil and Gas Properties. No Loan Party is currently accounting for any royalties, or overridingroyalties or other payments out of production, on a basis (other than deliveryin kind) less favorable to such Loan Party than proceeds received by such LoanParty (calculated at the well) from sale of production, and no Loan Party hasany liability (or alleged liability) to account for the same on any such lessfavorable basis.  Each Loan Party hasgood and defensible title to, or valid leasehold interests in, all of theCollateral owned or leased by such Loan Party and all of its other materialproperties and assets necessary or used in the ordinary conduct of itsbusiness, free and clear of all Liens, encumbrances, or adverse claims otherthan Permitted Liens and of all impediments to the use of such properties andassets in such Loan Party’s business, except that no representation or warrantyis made with respect to any oil, gas or mineral property or interest to whichno proved oil or gas reserves are properly attributed.  Each Loan Party owns the net interests inproduction attributable to the wells and units evaluated in the InitialEngineering Report.  The ownership ofsuch Properties does not in the aggregate in any material respect obligate suchLoan Party to bear the costs and expenses relating to the maintenance,development and operations of such Properties in an amount materially in excessof the working interest of such Properties set forth in the Initial EngineeringReports.  Upon delivery of eachEngineering Report furnished to the Lenders pursuant to Sections 6.02(d)and (e), the statements made in the preceding sentences of this sectionshall be true with respect to such Engineering Report.  Each Loan Party possesses all licenses,permits, franchises, patents, copyrights, trademarks and trade names, and otherintellectual property (or otherwise possesses the right to use suchintellectual property without violation of the rights of any other Person)which are necessary to carry out its business as presently conducted and aspresently proposed to be conducted hereafter, and no Loan Party is in 

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violationin any material respect of the terms under which it possesses such intellectualproperty or the right to use such intellectual property.

**5.18     ****Sale of Production**. Except as set forth in the Disclosure Schedule, no Oil and Gas Propertyis subject to any contractual or other arrangement (i) whereby payment forproduction is or can be deferred for a substantial period after the month inwhich such production is delivered (in the case of oil, not in excess of 60days, and in the case of gas, not in excess of 90 days) or (ii) wherebypayments are made to a Loan Party other than by checks, drafts, wire transferadvises or other similar writings, instruments or communications for theimmediate payment of money.  Except forproduction sales contracts, processing agreements, transportation agreementsand other agreements relating to the marketing of production that are listed onthe Disclosure Schedule in connection with the Oil and Gas Properties to whichsuch contract or agreement relates: (i) no Oil and Gas Property is subject toany contractual or other arrangement for the sale, processing or transportationof production (or otherwise related to the marketing of production) whichcannot be canceled on 120 days’ (or less) notice and (ii) all contractual orother arrangements for the sale, processing or transportation ofproduction  (or otherwise related to themarketing of production) are bona fide arm’s length transactions made on thebest terms available with third parties not affiliated with Loan Parties.  Each Loan Party is presently receiving aprice for all production from (or attributable to) each Oil and Gas Propertycovered by a production sales contract or marketing contract listed on theDisclosure Schedule that is computed in accordance with the terms of such contract,and no Loan Party is having deliveries of production from such Oil and GasProperty curtailed substantially below such property’s delivery capacity.  Except as set forth in the DisclosureSchedule, no Loan Party, nor any Loan Party’s predecessors in title, hasreceived prepayments (including payments for gas not taken pursuant to “take orpay” or other similar arrangements) for any oil, gas or other hydrocarbonsproduced or to be produced from any Oil and Gas Properties after the datehereof.  Except as set forth in theDisclosure Schedule, no Oil and Gas Property is subject to any “take or pay” orother similar arrangement (i) which can be satisfied in whole or in part by theproduction or transportation of gas from other properties or (ii) as a resultof which production from any Oil and Gas Property may be required to bedelivered to one or more third parties without payment (or without fullpayment) therefor as a result of payments made, or other actions taken, withrespect to other properties.  Except asset forth in the Disclosure Schedule, there is no Oil and Gas Property withrespect to which any Loan Party, or any Loan Party’s predecessors in title,has, prior to the date hereof, taken more (“overproduced”), or less (“underproduced”),gas from the lands covered thereby (or pooled or unitized therewith) than itsownership interest in such Oil and Gas Property would entitle it to take; andthe Disclosure Schedule accurately reflects, for each well or unit with respectto which such an imbalance is shown thereon to exist, (i) whether such LoanParty is overproduced or underproduced and (ii) the volumes (in cubic feet orBritish thermal units) of such overproduction or underproduction and theeffective date of such information. Except as set forth in the Disclosure Schedule, no Oil and Gas Propertyis subject to a gas balancing arrangement under which one or more third partiesmay take a portion of the production attributable to such Oil and Gas Propertywithout payment (or without full payment) therefor as a result of productionhaving been taken from, or as a result of other actions or inactions withrespect to, other properties.  No Oil andGas Property is subject at the present time 

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to any regulatory refundobligation and, to the best of Loan Party’s knowledge, no facts exist whichmight cause the same to be imposed.

**5.19     ****Operation of Oil and GasProperties**.  The Oil and Gas Properties (and allproperties unitized therewith) are being (and, to the extent the same couldadversely affect the ownership or operation of the Oil and Gas Properties afterthe date hereof, have in the past been) maintained, operated and developed in agood and workmanlike manner, in accordance with prudent industry standards andin conformity in all material respects with all applicable Laws and inconformity in all material respect with all oil, gas or other mineral leasesand other contracts and agreements forming a part of the Oil and Gas Propertyand in conformity with the Permitted Liens. No Oil and Gas Property is subject to having allowable production afterthe date hereof reduced below the full and regular allowable (including themaximum permissible tolerance) because of any overproduction (whether or notthe same was permissible at the time) prior to the date hereof and (ii) none ofthe wells located on the Oil and Gas Properties (or properties unitizedtherewith) are or will be deviated from the vertical more than the maximumpermitted by applicable laws, regulations, rules and orders, and such wells arebottomed under and producing from, with the well bores wholly within, the Oiland Gas Properties (or, in the case of wells located on properties unitizedtherewith, such unitized properties). There are no dry holes, or otherwise inactive wells currently requiredto be plugged and abandoned by the Kansas Corporation Commission, located onthe Oil and Gas Properties or on lands pooled or unitized therewith, except forwells that have been properly plugged and abandoned.  Each Loan Party has all material governmentallicenses and permits necessary or appropriate to own and operate its Oil andGas Property, and no Loan Party has received notice of any material violationsin respect of any such licenses or permits.

**5.20     ****Ad Valorem and SeveranceTaxes; Litigation**.

### (a)                                  EachLoan Party has paid and discharged all ad valorem taxes assessed against itsOil and Gas Property or any part thereof and all production, severance andother taxes assessed against, or measured by, the production or the value, orproceeds, of the production therefrom, except those which are being contestedin good faith by appropriate proceedings diligently conducted and for whichadequate reserves have been provided in accordance with GAAP.  There are no suits, actions, claims,investigations, inquiries, proceedings or demands pending (or, to any LoanParty’s knowledge, threatened) which might affect the Oil and Gas Property,including any which challenge or otherwise pertain to any Loan Party’s title toany Oil and Gas Property or rights to produce and sell oil and gas therefrom.

**5.21****                ****IntellectualProperty; Licenses, Etc**.  Each Loan Party owns, or possesses the rightto use, all of the trademarks, service marks, trade names, copyrights, patents,patent rights, franchises, licenses and other intellectual property rights thatare reasonably necessary for the operation of its respective business, withoutconflict with the rights of any other Person. To the best knowledge of each Loan Party, no slogan or other advertisingdevice, product, process, method, substance, part or other material nowemployed, or now contemplated to be employed, by any Loan Party infringes uponany rights held by any other Person.  Noclaim or litigation regarding any of the foregoing is pending or, to the bestknowledge of any Loan Party, 

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threatened,which, either individually or in the aggregate, could reasonably be expected tohave a Material Adverse Effect.

**5.22     ****MV Oil Trust**. Each representation and warranty of the Company contained in theUnderwriting Agreement and each representation and warranty of each SellingUnitholder (as defined in the Underwriting Agreement) contained in theUnderwriting Agreement were true and correct on each date made or deemed madeas provided in the Underwriting Agreement.

# **ARTICLEVI.  AFFIRMATIVE COVENANTS**

So long as anyLender shall have any Commitment hereunder, any Loan or other Obligationhereunder shall remain unpaid or unsatisfied, each Loan Party shall:

**6.01****                ****FinancialStatements**.  Deliver toAgent a sufficient number of copies for delivery by Agent to each Lender, inform and detail satisfactory to Agent and the Required Lenders:

### (a)                                  assoon as available, but in any event within 90 days after the end of each fiscalyear of Borrower, a consolidated balance sheet of Borrower and its Subsidiariesas at the end of such fiscal year, and the related consolidated statements ofincome or operations, shareholders’ equity and cash flows for such fiscal year,setting forth in each case in comparative form the figures for the previousfiscal year, all in reasonable detail and prepared in accordance with GAAP,audited and accompanied by reports and opinions of an independent certifiedpublic accountant firm of nationally recognized standing reasonably acceptableto the Required Lenders, which reports and opinions shall be prepared inaccordance with generally accepted auditing standards and shall not be subjectto any “going concern” or like qualification or exception or any qualificationor exception as to the scope of such audit; and

### (b)                                 assoon as available, but in any event within 45 days after the end of each of thefirst three fiscal quarters of each fiscal year of Borrower, a consolidatedbalance sheet of Borrower and its Subsidiaries as at the end of such fiscalquarter, and the related consolidated statements of income or operations,shareholders’ equity and cash flows for such fiscal quarter and for the portionof Borrower’s fiscal year then ended, setting forth in each case in comparativeform the figures for the corresponding fiscal quarter of the previous fiscalyear and the corresponding portion of the previous fiscal year, all inreasonable detail, certified by a Responsible Officer of Borrower as fairlypresenting the financial condition, results of operations, shareholders’ equityand cash flows of such Persons in accordance with GAAP, subject only to normalyear-end audit adjustments and the absence of footnotes.

**6.02****                ****Certificates;Other Information**.  Deliver toAgent a sufficient number of copies for delivery by Agent to each Lender, inform and detail satisfactory to Agent and the Required Lenders:

### (a)                                  concurrentlywith the delivery of the financial statements referred to in Section 6.01(a),a certificate of its independent certified public accountants certifying suchfinancial statements and stating that in making the examination necessarytherefor no knowledge 

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### was obtained of any Default or, if any suchDefault shall exist, stating the nature and status of such event;

### (b)                                 concurrentlywith the delivery of the financial statements referred to in Sections6.01(a) and (b), a duly completed Compliance Certificate signed by aResponsible Officer of Borrower;

### (c)                                  promptlyafter any request by Agent or any Lender, copies of any detailed audit reports,management letters or recommendations submitted to the board of directors (orthe audit committee of the board of directors) of Borrower by independentaccountants in connection with the accounts or books of Borrower or anySubsidiary, or any audit of any of them;

### (d)                                 byApril 1 of each year, commencing April 1, 2007, an Engineering Report preparedby Cawley Gillespie & Associates, or other independent petroleum engineerschosen by Borrower and acceptable to Required Lenders, concerning all Oil andGas Properties owned by any Loan Party which are located in or offshore of theUnited States and which have attributable to them proved oil or gas reservesprepared as of the preceding January 1. This report shall be satisfactory to Administrative Agent, shall takeinto account any “over-produced” status under gas balancing arrangements, andshall contain information and analysis comparable in scope to that contained inthe Initial Engineering Report.  Thisreport shall distinguish (or shall be delivered together with a certificatefrom an appropriate officer of Borrower which distinguishes) those propertiestreated in the report which are Collateral from those properties treated in thereport which are not Collateral;

### (e)                                  byOctober 1 of each year, commencing October 1, 2007, an Engineering Reportprepared as of the preceding July 1 (or the last day of the preceding calendarmonth in the case of a Special Determination) by petroleum engineers who areemployees of Borrower (or by the independent engineers named above), togetherwith an accompanying report on property sales, property purchases and changesin categories, both in the same form and scope as the reports in (d) above;

### (f)                                    assoon as available, and in any event within forty-five (45) days after the endof each calendar quarter, a report describing by lease or unit the gross volumeof production and sales attributable to production during such month from theproperties described in the most recent Engineering Report and describing therelated severance taxes, other taxes, and leasehold operating expenses attributablethereto and incurred during such month;

### (g)                                 concurrentlywith the delivery of the financial statements referred to in Sections6.01(a) and (b), a report describing the Swap Contracts of the LoanParties, in form acceptable to Administrative Agent;

### (h)                                 concurrentlywith the delivery thereof, a copy of each report provided by the Company or thetrustee under the MV Oil Trust to the holders of Trust Units; and

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### (i)                                     promptly,such additional information regarding the business, financial or corporate affairsof any Loan Party, or compliance with the terms of the Loan Documents, as Agentor any Lender may from time to time reasonably request.

Each Loan Party herebyacknowledges that (a) Agent will make available to Lenders materials and/orinformation provided by or on behalf of Borrower hereunder (collectively, “BorrowerMaterials”) by posting Borrower Materials on IntraLinks or another similarelectronic system (the “Platform”) and (b) certain of the Lenders may be“public-side” Lenders (*i.e.*, Lenders thatdo not wish to receive material non-public information with respect to Borroweror its securities) (each, a “Public Lender”).  Borrower hereby agrees that (w) all BorrowerMaterials that are to be made available to Public Lenders shall be clearly andconspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”shall appear prominently on the first page thereof; (x) by marking BorrowerMaterials “PUBLIC,” Borrower shall be deemed to have authorized Agent and theLenders to treat such Borrower Materials as not containing any materialnon-public information with respect to Borrower or its securities for purposesof United States Federal and state securities laws (provided, however, that tothe extent such Borrower Materials constitute Information, they shall betreated as set forth in Section 10.07); (y) all Borrower Materialsmarked “PUBLIC” are permitted to be made available through a portion of thePlatform designated “Public Investor;” and (z) Agent shall be entitled to treatany Borrower Materials that are not marked “PUBLIC” as being suitable only forposting on a portion of the Platform not designated “Public Investor.

**6.03**                        **Notices**.  Promptly notify Agent and each Lender:

### (a)                                  ofthe occurrence of any Default;

### (b)                                 ofany matter that has resulted or could reasonably be expected to result in aMaterial Adverse Effect, including (i) breach or non-performance of, or anydefault under, a Contractual Obligation of any Loan Party; (ii) any dispute,litigation, investigation, proceeding or suspension between any Loan Party andany Governmental Authority; (iii) any dispute, litigation, investigation,proceeding or suspension between any Loan Party and MV Oil Trust or (iv) thecommencement of, or any material development in, any litigation or proceedingaffecting any Loan Party, including pursuant to any applicable EnvironmentalLaws;

### (c)                                  ofthe occurrence of any ERISA Event;

### (d)                                 ofthe receipt of Net Cash Proceeds; and

### (e)                                  ofany material change in accounting policies or financial reporting practices byBorrower or any Subsidiary.

Each notice pursuant to thisSection shall be accompanied by a statement of a Responsible Officer ofBorrower setting forth details of the occurrence referred to therein andstating what action Borrower has taken and proposes to take with respectthereto.  Each notice pursuant to Section 6.03(a)shall describe with particularity any and all provisions of this Agreement andany other Loan Document that have been breached.

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**6.04****                 Paymentof Obligations**.  Pay and discharge asthe same shall become due and payable, all its obligations and liabilities,including (a) all tax liabilities, assessments and governmental charges orlevies upon it or its properties or assets, unless the same are being contestedin good faith by appropriate proceedings diligently conducted and adequatereserves in accordance with GAAP are being maintained by such Loan Party; (b)all lawful claims which, if unpaid, would by law become a Lien upon its property;and (c) all Indebtedness, as and when due and payable, but subject to anysubordination provisions contained in any instrument or agreement evidencingsuch Indebtedness.

**6.05****                 Preservationof Existence, Etc.**

### (a)                                  Preserve, renew andmaintain in full force and effect its legal existence and good standing underthe Laws of the jurisdiction of its organization except in a transactionpermitted by Section 7.04 or 7.05;

### (b)                                 take all reasonableaction to maintain all rights, privileges, permits, licenses and franchisesnecessary or desirable in the normal conduct of its business, except to theextent that failure to do so could not reasonably be expected to have aMaterial Adverse Effect; and

### (c)                                  preserve or renew allof its registered patents, trademarks, trade names and service marks, thenon-preservation of which could reasonably be expected to have a MaterialAdverse Effect.

**6.06****                 Maintenanceof Properties.**

### (a)                                  Maintain, preserveand protect all of its material properties and equipment necessary in theoperation of its business in good working order and condition, ordinary wearand tear excepted;

### (b)                                 make all necessaryrepairs thereto and renewals and replacements thereof except where the failureto do so could not reasonably be expected to have a Material Adverse Effect;and

### (c)                                  use the standard ofcare typical in the industry in the operation and maintenance of itsfacilities.

**6.07****                 Maintenanceof Insurance.**

### (a)                                  Borrower shall at alltimes maintain (at its own expense) with financially sound and reputable insurancecompanies, not Affiliates of Borrower, insurance required underSection 6.7 of the Operating Agreement of Borrower as it exists on thedate hereof.  All insurance policiescovering Collateral shall be endorsed (a) to provide for payment of losses to AdministrativeAgent as its interests may appear, (b) to provide that such policies may not becanceled or reduced or affected in any material manner for any reason withoutthirty (30) days prior notice to Administrative Agent, (c) to provide for anyother matters specified in any applicable Security Document or whichAdministrative Agent may reasonably require, and (d) to provide for insuranceagainst fire, casualty and any other hazards normally insured against, in the 

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### amount of the full value (less a reasonable deductible not to exceedamounts customary in the industry for similarly situated businesses andproperties) of the property insured.

### (b)                                 Each policy forliability insurance shall provide for all losses to be paid on behalf ofAdministrative Agent (for the benefit of Lenders) and Loan Parties as theirrespective interests may appear, and each policy insuring loss or damage toCollateral shall provide for all losses to be paid directly to AdministrativeAgent.  Each such policy shall inaddition (A) name the appropriate Loan Party and Administrative Agent andLenders as insured parties thereunder (without any representation or warrantyby or obligation upon Administrative Agent or Lenders) as their interests mayappear, (B) contain the agreement by the insurer that any loss thereunder shallbe payable to Administrative Agent notwithstanding any action, inaction orbreach of representation or warranty by any Loan Party, (C) provide that thereshall be no recourse against Administrative Agent or Lenders for payment ofpremiums or other amounts with respect thereto and (D) provide that at leastthirty (30) days’ prior written notice of cancellation or of lapse shall begiven to Administrative Agent by the insurer. Each Loan Party will, if so requested by Administrative Agent, deliverto Administrative Agent original or duplicate policies of such insurance and,as often as Administrative Agent may reasonably request, a report of areputable insurance broker with respect to such insurance.  Each Loan Party will also, at the request ofAdministrative Agent, duly execute and deliver instruments of assignment ofsuch insurance policies and cause the respective insurers to acknowledge noticeof such assignment.  Administrative Agentis hereby authorized to enforce payment under all such insurance policies andto compromise and settle any claims thereunder, in its own name or in the nameof the Loan Parties.

**6.08****                 Compliancewith Laws**.  Comply in all materialrespects with the requirements of all Laws and all orders, writs, injunctionsand decrees applicable to it or to its business or property, except in suchinstances in which (a) such requirement of Law or order, write, injunction ordecree is being contested in good faith by appropriate proceedings diligently conducted;or (b) the failure to comply therewith could not reasonably be expected to havea Material Adverse Effect.

**6.09****                 Booksand Records.**

### (a)                                  Maintain proper booksof record and account, in which full, true and correct entries in conformitywith GAAP consistently applied shall be made of all financial transactions andmatters involving the assets and business of such Loan Party; and

### (b)                                 maintain such books ofrecord and account in material conformity with all applicable requirements ofany Governmental Authority having regulatory jurisdiction over such Loan Party.

**6.10****                 InspectionRights**.  Permit representatives andindependent contractors of Agent and each Lender to visit and inspect any ofits properties, to examine its corporate, financial and operating records, andmake copies thereof or abstracts therefrom, and to discuss its affairs,finances and accounts with its directors, officers, and independent publicaccountants, all at the expense of Borrower and at such reasonable times duringnormal business hours and as often as 

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may be reasonablydesired, upon reasonable advance notice to Borrower; provided, however,that when an Event of Default exists Agent or any Lender (or any of theirrespective representatives or independent contractors) may do any of theforegoing at the expense of Borrower at any time during normal business hoursand without advance notice.

**6.11****                 Useof Proceeds**.  Use the proceeds of theBorrowing (i) on the Closing Date to repay or refinance Indebtedness under theExisting Credit Agreement and cost incurred in connection with the closing ofthis Agreement and (ii) at any other time, for work capital purposes, capitalexpenditures and other general company purposes not in contravention of any Lawor of any Loan Document.

**6.12****                 Agreementto Deliver Security Documents**.  EachLoan Party agrees to deliver and to cause each other Loan Party to deliver, tofurther secure the Obligations whenever requested by Administrative Agent inits sole and absolute discretion, deeds of trust, mortgages, chattel mortgages,security agreements, financing statements and other Security Documents in formand substance satisfactory to Administrative Agent for the purpose of granting,confirming, and perfecting first and prior liens or security interests in any realor personal property of Borrower or any other Loan Parties, including all Oiland Gas Properties and all MV Oil Trust Units owned by any Loan Party.  Each Loan Party agrees to deliver and tocause each other Loan Party to deliver, whenever requested by AdministrativeAgent, in its sole and absolute discretion, transfer orders or letters in lieuthereof with respect to the production and proceeds of production from theCollateral, in form and substance satisfactory to Administrative Agent.

**6.13****                 ProductionProceeds**.  Notwithstanding that, bythe terms of the various Security Documents, Loan Parties are and will beassigning to Administrative Agent and Lenders all of the “Production Proceeds”(as defined therein) accruing to the property covered thereby, so long as noDefault has occurred Loan Parties may continue to receive from the purchasersof production all such Production Proceeds, subject, however, to the Lienscreated under the Security Documents, which Liens are hereby affirmed andratified.  Upon the occurrence of aDefault, Administrative Agent and Lenders may exercise all rights and remediesgranted under the Security Documents, including the right to obtain possessionof all Production Proceeds then held by Loan Parties or to receive directly fromthe purchasers of production all other Production Proceeds.  In no case shall any failure, whetherpurposed or inadvertent, by Administrative Agent or Lenders to collect directlyany such Production Proceeds constitute in any way a waiver, remission or releaseof any of their rights under the Security Documents, nor shall any release ofany Production Proceeds by Administrative Agent or Lenders to Loan Partiesconstitute a waiver, remission, or release of any other Production Proceeds orof any rights of Administrative Agent or Lenders to collect other ProductionProceeds thereafter.

**6.14****                 MortgagedProperty Covenants.**

### (a)                                  Leases andContracts; Performance of Obligations.  Except to the extent Disposed of (including abandonment) pursuant to Section7.05(f), each Loan Party will maintain in full force and effect all oil,gas or mineral leases, contracts, servitudes and other agreements forming apart of any Oil and Gas Property, to the extent the same cover or otherwiserelate to such Oil and Gas Property, and each Loan Party will timely performall of its obligations

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### thereunder.  Each Loan Party willpromptly notify Administrative Agent of any claim (or any conclusion by suchLoan Party) that such Loan Party is obligated to account for any royalties, oroverriding royalties or other payments out of production, on a basis (otherthan delivery in kind) less favorable to such Loan Party than proceeds receivedby Loan Party (calculated at the well) from sale of production.

### (b)                                 Representation toContinue to be True.  Each Loan Partywill carry out its sales of production, will operate the Oil and GasProperties, and will otherwise deal with the Oil and Gas Properties and theproduction, in such a way that the representations and warranties in Sections5.18, 5.19 and 5.20 remain true and correct at, and as of,all times that this Agreement is in effect (and not just at, and as of, thetimes such representations and warranties are made).

**6.15****                 Guarantiesof Borrower’s Subsidiaries**.  EachSubsidiary of Borrower now existing or created, acquired or coming intoexistence after the date hereof shall, promptly upon request by AdministrativeAgent, execute and deliver to Administrative Agent a supplement to the Guarantyin the form attached thereto guaranteeing the timely repayment of theObligations and the due and punctual performance of the obligations of Borrowerhereunder.  Borrower will cause each ofits Subsidiaries to deliver to Administrative Agent, simultaneously with itsdelivery of such a supplement, written evidence satisfactory to AdministrativeAgent and its counsel that such Subsidiary has taken all company actionnecessary to duly approve and authorize its execution, delivery and performanceof such guaranty and any other documents which it is required to execute.

**6.16****                 EnvironmentalMatters; Environmental Reviews.**

### (a)                                  Each Loan Party willcomply in all material respects with all Environmental Laws now or hereafterapplicable to such Loan Party, as well as all contractual obligations andagreements with respect to environmental remediation or other environmentalmatters, and shall obtain, at or prior to the time required by applicableEnvironmental Laws, all environmental, health and safety Permits and otherauthorizations necessary for its operations and will maintain suchauthorizations in full force and effect. No Loan Party will do anything or permit anything to be done which willsubject any of its properties to any remedial obligations under, or result innoncompliance with applicable Permits issued under, any applicableEnvironmental Laws, assuming disclosure to the applicable governmentalauthorities of all relevant facts, conditions and circumstances.  Upon Administrative Agent’s reasonablerequest, at any time (but not in excess of one inspection conducted at Borrower’sexpense hereunder during any 18 consecutive month period), Borrower willprovide at its own expense an environmental inspection of any of the LoanParties’ material real properties and audit of their environmental complianceprocedures and practices, in each case from an engineering or consulting firmapproved by Administrative Agent.

### (b)                                 Borrower will promptlyfurnish to Administrative Agent all written notices of violation, orders,claims, citations, complaints, penalty assessments, suits or other proceedingsreceived by any Loan Party, or of which Borrower otherwise has notice, pendingor threatened against any Loan Party by any Governmental Authority with respectto any alleged violation of or non-compliance with any Environmental Laws orany Permits or other authorizations in

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### connection with any Loan Party’s ownership or use of its properties orthe operation of its business that might result in a Loan Party being liablefor $50,000 or more.

### (c)                                  Borrower willpromptly furnish to Administrative Agent all requests for information, noticesof claim, demand letters, and other notifications, received by Borrower inconnection with any Loan Party’s ownership or use of its properties or theconduct of its business, relating to potential responsibility with respect toany investigation or clean-up of Hazardous Material at any location that mightresult in a Loan Party being liable for $50,000 or more.

**6.17****                 MVOil Trust**.  Borrower shall at alltimes comply in all material respect with its obligations under each of the MVOil Trust Documents.

**ARTICLE VII. NEGATIVE COVENANTS**

So long as anyLender shall have any Commitment hereunder, any Loan or other Obligationhereunder shall remain unpaid or unsatisfied, no Loan Party shall, directly orindirectly:

**7.01****                 Liens**.  Create, incur, assume or suffer to exist anyLien upon any of its property, assets or revenues, whether now owned orhereafter acquired, other than Permitted Liens.

**7.02****                 Investments**.  Make any Investments, except:

### (a)                                  Investments held by aLoan Party in the form of cash equivalents or short-term marketable debtsecurities or marketable obligations, maturing within twelve months afteracquisition thereof, issued or unconditionally guaranteed by the United Statesof America or an instrumentality or agency thereof and entitled to the fullfaith and credit of the United states of America;

### (b)                                 advances to officers,directors and employees of Loan Parties in an aggregate amount not to exceed$100,000 at any time outstanding, for travel, entertainment, relocation andanalogous ordinary business purposes;

### (c)                                  Investments ofHolders in Borrower, Investments of Borrower in any wholly-owned Subsidiarythat is a Guarantor and Investments of any wholly-owned Subsidiary of Borrowerin Borrower or in another wholly-owned Subsidiary of Borrower;

### (d)                                 Investments consistingof extensions of credit in the nature of accounts receivable or notesreceivable arising from the grant of trade credit in the ordinary course ofbusiness, and Investments received in satisfaction or partial satisfactionthereof from financially troubled account debtors to the extent reasonablynecessary in order to prevent or limit loss;

### (e)                                  Guarantees permittedby Section 7.03; and

### (f)                                    Investments inTrust Units.

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**7.03****                 Indebtedness**.  Create, incur, assume or suffer to exist anyIndebtedness, except:

### (a)                                  Indebtedness underthe Loan Documents;

### (b)                                 Guarantees of Holders,Borrower or any Subsidiary in respect of Indebtedness otherwise permittedhereunder of Borrower or any wholly-owned Subsidiary;

### (c)                                  obligations(contingent or otherwise) of Borrower or any Subsidiary existing or arisingunder any Swap Contract, provided that (i) such obligations are (orwere) entered into by such Person in the ordinary course of business for thepurpose of directly mitigating risks associated with liabilities, commitments,investments, assets, or property held or reasonably anticipated by such Person,or changes in the value of securities issued by such Person, and not forpurposes of speculation or taking a “market view;” (ii) such Swap Contract doesnot contain any provision exonerating the non-defaulting party from itsobligation to make payments on outstanding transactions to the defaultingparty; (iii) and such Swap Contract does not violate the terms of Section7.11;

### (d)                                 Indebtedness ofHolders to Borrower subordinated to the Indebtedness under the Loan Documentsin form and substance satisfactory to Administrative Agent; and

### (e)                                  Indebtedness toAffiliates in an aggregate amount not to exceed $100,000.

**7.04****                 FundamentalChanges**.  Merge, dissolve, liquidate,consolidate with or into another Person, or Dispose of (whether in onetransaction or in a series of transactions) all or substantially all of itsassets (whether now owned or hereafter acquired) to or in favor of any Person,except that, so long as no Default exists or would result therefrom:

### (a)                                  any Subsidiary ofBorrower may merge with (i) Borrower, provided that Borrower shall bethe continuing or surviving Person, or (ii) any one or more other Subsidiariesof Borrower, provided that when any wholly-owned Subsidiary is mergingwith another Subsidiary, the wholly-owned Subsidiary shall be the continuing orsurviving Person, and, providedfurther that if a Guarantor ismerging with another Subsidiary, the Guarantor shall be the surviving Person;and

### (b)                                 any Subsidiary ofBorrower may Dispose of all or substantially all of its assets (upon voluntaryliquidation or otherwise) to Borrower or to another Subsidiary of Borrower; providedthat if the transferor in such a transaction is a wholly-owned Subsidiary, thenthe transferee must either be Borrower or a wholly-owned Subsidiary and,provided further that if the transferor of such assets is a Guarantor, thetransferee must either be Borrower or a Guarantor.

**7.05****                 Dispositions**.  Make any Disposition or enter into anyagreement to make any Disposition, except:

### (a)                                  Dispositions ofobsolete or worn out property, whether now owned or hereafter acquired, in theordinary course of business;

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### (b)                                 Dispositions ofinventory in the ordinary course of business;

### (c)                                  Dispositions ofequipment to the extent that (i) such property is exchanged for credit againstthe purchase price of similar replacement property or (ii) the proceeds of suchDisposition are reasonably promptly applied to the purchase price of suchreplacement property;

### (d)                                 Dispositions ofproperty by any Subsidiary of Borrower to Borrower or to a wholly-ownedSubsidiary of Borrower; provided that if the transferor of such propertyis a Guarantor, the transferee thereof must either be Borrower or a Guarantor;

### (e)                                  Dispositionspermitted by Section 7.04;

### (f)                                    Dispositions ofinterests in oil and gas leases, or portions thereof (if released or abandonedbut not otherwise sold or transferred), so long as no well situated on any suchlease, or located on any unit containing all or any part thereof, is capable(or is subject to being made capable through commercially feasible operations)of producing oil, gas or other hydrocarbons or minerals in commercialquantities;

### (g)                                 Dispositionscontemplated by the VAP-I Equity Repurchase, and Dispositions of Trust Units toa Person who is not an Affiliate for cash or cash equivalents;

### (h)                                 Dispositions of Oiland Gas Properties that are sold for fair consideration to a Person who is notan Affiliate, provided that (i) the maximum aggregate amount of such sales inany calendar year is limited to Oil and Gas Properties that account for no morethan 10% of the aggregate Oil and Gas Properties at the beginning of suchcalendar year, (ii) at least 90% of the consideration received in connectionwith such sales must be in cash or cash equivalents; and (iii) prior to andafter giving effect to any such sale no Default or Event of Default shallexist; and

### (i)                                     In the event thatless than 1,125,000 of Trust Units are sold by VAP-I or MV Energy as “AdditionalUnits” to the Underwriters as provided for in the Underwriting Agreement, thenTrust Units held by VAP-I or MV Energy equal to 1,125,000 minus the number ofAdditional Units that are so sold, if any, by VAP-I may be Disposed of toholders of Equity Interests in VAP-I as part of the consideration for the VAP-IEquity Repurchase;

### provided,however, that any Disposition pursuant to clauses (a) through (h) shallbe for fair market value.

No Loan Party will abandonor consent to the abandonment of, any oil or gas well constituting Collateralso long as such well is capable (or is subject to being made capable throughdrilling, reworking or other operations which it would be commercially feasibleto conduct) of producing oil, gas, or other hydrocarbons or other minerals incommercial quantities (as determined without considering the effect of anyMortgage).  No Loan Party will elect notto participate in a proposed operation on any oil and gas property constitutingCollateral where the effect of such election would be the forfeiture eithertemporarily (e.g., until a certain sum of money is received out of theforfeited interest) or permanently of any interest in the Collateral.

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**7.06****                 RestrictedPayments**.  Declare or make, directlyor indirectly, any Restricted Payment, or incur any obligation (contingent orotherwise) to do so, or issue or sell any Equity Interests, except that, solong as no Default shall have occurred and be continuing at the time of any actiondescribed below or would result therefrom:

### (a)                                  Each Subsidiary ofBorrower may make Restricted Payments to Borrower and any other Person thatowns an Equity Interest in such Subsidiary, ratably according to theirrespective holdings of the type of Equity Interest in respect of which suchRestricted Payment is being made;

### (b)                                 Borrower and eachSubsidiary may purchase, redeem or otherwise acquire Equity Interests issued byit with the proceeds received from the substantially concurrent issue of newshares of its common stock or other common Equity Interests;

### (c)                                  Borrower may makePermitted Tax Distributions to Holders and Holders may make Permitted TaxDistributions to the holders of their respective Equity Interests; and

### (d)                                 Borrower andGuarantors may effect the Closing Transactions, including the VAP-I EquityRepurchase.

**7.07****                 Changein Nature of Business**.  Engage in anymaterial line of business substantially different from those lines of businessconducted by such Loan Party on the date hereof or any business substantiallyrelated or incidental thereto.

**7.08****                 Transactionswith Affiliates**.  Enter into anytransaction of any kind with any Affiliate of such Loan Party, whether or notin the ordinary course of business, other than on fair and reasonable termssubstantially as favorable to such Loan Party as would be obtainable by suchLoan Party at the time in a comparable arm’s length transaction with a Personother than an Affiliate, provided that the foregoing restriction shall notapply to (a) transactions between or among Borrower and its Subsidiaries orbetween and among Subsidiaries of Borrower or (b) transactions provided for inthe MV Oil Trust Documents.

**7.09****                 BurdensomeAgreements**.  Enter into anyContractual Obligation (other than this Agreement or any other Loan Document)that (a) limits the ability (i) of any Subsidiary of Borrower to makeRestricted Payments to Borrower or to otherwise transfer property to Borrower,(ii) of any Subsidiary of Borrower to Guarantee the Indebtedness of Borrower or(iii) of any Loan Party to create, incur, assume or suffer to exist Liens onproperty of such Person; provided, however, that this clause(iii) shall not prohibit any negative pledge incurred or provided in favor ofany holder of Indebtedness permitted under Section 7.03(e) solelyto the extent any such negative pledge relates to the property financed by orthe subject of such Indebtedness; or (b) requires the grant of a Lien to securean obligation of such Person if a Lien is granted to secure another obligationof such Person.

**7.10****                 Useof Proceeds**.  Use the proceeds of anyBorrowing, whether directly or indirectly, and whether immediately,incidentally or ultimately, to purchase or carry margin stock (within themeaning of Regulation U of the FRB) or to extend credit to others for thepurpose of

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purchasing or carryingmargin stock or to refund indebtedness originally incurred for such purpose.

**7.11****                 HedgingContracts**.  No Loan Party will be aparty to or in any manner be liable on any Swap Contract except:

### (a)                                  Swap Contractsexisting on the date hereof.

### (b)                                 SwapContracts entered into with the purpose and effect of fixing prices onProjected Oil and Gas Production for production expected to be produced no morethan 36 months in the future that does not in the aggregate exceed ninety fivepercent (95%) of the aggregate Projected Oil and Gas Production for suchperiod; provided that the aggregate production covered by all such contractsfor any single month does not in the aggregate exceed ninety five percent (95%)of the aggregate Projected Oil and Gas Production anticipated to be sold in theordinary course of the Loan Parties’ businesses for such month.

### (c)                                  Otherthan Lender Swap Obligations, no Swap Contract shall require any Loan Party toput up money, assets, or other security against the event of its nonperformanceprior to actual default by such Loan Party in performing its obligationsthereunder except for Swap Contracts entered into prior to the date hereof, andeach such contract (except for contracts with SemCrude, L.P. entered prior tothe date hereof) is with a counterparty or has a guarantor of the obligation ofthe counterparty who (unless such counterparty is a Lender or one of itsAffiliates) at the time the contract is made has long-term obligations rated AAor Aa2 or better, respectively, by either Rating Agency.

### (d)                                 Contractsentered into by a Loan Party with the purpose and effect of fixing interestrates on a principal amount of indebtedness of such Loan Party that is accruinginterest at a variable rate, provided that (i) at the time such HedgingContract is entered into, the aggregate notional amount of such contracts doesnot exceed fifty percent (50%) of the anticipated outstanding principal balanceof the indebtedness to be hedged by such contracts or an average of suchprincipal balances calculated using a generally accepted method of matchinginterest swap contracts to declining principal balances, (ii) the floating rateindex of each such contract generally matches the index used to determine thefloating rates of interest on the corresponding indebtedness to be hedged bysuch contract and (iii) each such contract is with a counterparty or has aguarantor of the obligation of the counterparty who (unless such counterpartyis a Lender or one of its Affiliates) at the time the contract is made haslong-term obligations rated AA or Aa2 or better, respectively, by either RatingAgency.

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**7.12****                 ConsolidatedFixed Charge Coverage Ratio. **Borrowerwill not permit the Consolidated Fixed Charge Coverage Ratio for any period offour consecutive Fiscal Quarters to be less than 1.25 to 1.0, calculated as ofthe end of each Fiscal Quarter ending after the date of this Agreement.

**ARTICLE VIII.  EVENTS OF DEFAULT AND REMEDIES**

**8.01****                 Eventsof Default**.  Any of the followingshall constitute an Event of Default:

### (a)                                  Non-Payment.  Borrower or any other Loan Party fails to pay(i) when and as required to be paid herein any Loan, or (ii) within three (3)Business Days after the same becomes due, any interest on any Loan, or any feedue hereunder, or (iii) within three (3) days after the same becomes due, anyother amount payable hereunder or under any other Loan Document; or

### (b)                                 SpecificCovenants.  Any Loan Party fails toperform or observe any term, covenant or agreement contained in any of Section 6.03,6.05, 6.10, 6.11,6.12, 6.13, 6.14, 6.15or 6.16 or Article VII; or

### (c)                                  OtherDefaults.  Borrower or any other LoanParty fails to perform or observe any other covenant or agreement (notspecified in subsection (a) or (b) above) contained in any Loan Document on itspart to be performed or observed and such failure continues for 30 days orany default or Event of Default occurs under any other Loan Document; or

### (d)                                 Representationsand Warranties.  Any representation,warranty, certification or statement of fact made or deemed made by or onbehalf of Borrower or any other Loan Party herein, in any other Loan Document,or in any document delivered in connection herewith or therewith shall beincorrect or misleading when made or deemed made; or

### (e)                                  Cross-Default.  (i) Any Loan Party or any of its Subsidiaries(A) fails to make any payment when due (whether by scheduled maturity, requiredprepayment, acceleration, demand, or otherwise) in respect of any Indebtednessor Guarantee (other than Indebtedness hereunder and Indebtedness under SwapContracts) having an aggregate principal amount (including undrawn committed oravailable amounts and including amounts owing to all creditors under anycombined or syndicated credit arrangement) of more than the Threshold Amount,or (B) fails to observe or perform any other agreement or conditionrelating to any such Indebtedness or Guarantee or contained in any instrumentor agreement evidencing, securing or relating thereto, or any other eventoccurs, the effect of which default or other event is to cause, or to permitthe holder or holders of such Indebtedness or the beneficiary or beneficiariesof such Guarantee (or a trustee or agent on behalf of such holder or holders orbeneficiary or beneficiaries) to cause, with the giving of notice if required,such Indebtedness to be demanded or to become due or to be repurchased,prepaid, defeased or redeemed (automatically or otherwise), or an offer torepurchase, prepay, defease or redeem such Indebtedness to be made, prior toits stated maturity, or such Guarantee to become payable or cash collateral inrespect thereof to be demanded; or (ii) there occurs under any Swap Contract anEarly Termination Date (as defined in such Swap Contract) resulting from(A) any event of default under such Swap Contract as to which such

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### Loan Party or any Subsidiary is theDefaulting Party (as defined in such Swap Contract) or (B) any TerminationEvent (as so defined) under such Swap Contract as to which such Loan Party orSubsidiary is an Affected Party (as so defined) and, in either event, the SwapTermination Value owed by such Loan Party or such Subsidiary as a resultthereof is greater than the Threshold Amount; or

### (f)                                    InsolvencyProceedings, Etc.  Any Loan Party orany Subsidiary institutes or consents to the institution of any proceedingunder any Debtor Relief Law, or makes an assignment for the benefit ofcreditors; or applies for or consents to the appointment of any receiver,trustee, custodian, conservator, liquidator, rehabilitator or similar officerfor it or for all or any material part of its property; or any receiver,trustee, custodian, conservator, liquidator, rehabilitator or similar officeris appointed without the application or consent of such Person and theappointment continues undischarged or unstayed for 60 calendar days; or anyproceeding under any Debtor Relief Law relating to any such Person or to all orany material part of its property is instituted without the consent of such Personand continues undismissed or unstayed for 60 calendar days, or an order forrelief is entered in any such proceeding; or

### (g)                                 Inabilityto Pay Debts; Attachment.  (i) AnyLoan Party or any Subsidiary becomes unable or admits in writing its inabilityor fails generally to pay its debts as they become due, or (ii) any writ orwarrant of attachment or execution or similar process is issued or leviedagainst all or any material part of the property of any such Person and is notreleased, vacated or fully bonded within 30 days after its issue or levy; or

### (h)                                 Judgments.  There is entered against any Loan Party orany Subsidiary (i) a final judgment or order for the payment of money in anaggregate amount exceeding the Threshold Amount (to the extent not covered byindependent third-party insurance as to which the insurer does not disputecoverage), or (ii) any one or more non-monetary final judgments that have, orcould reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect and, in either case, (A) enforcement proceedings arecommenced by any creditor upon such judgment or order, or (B) there is a periodof 10 consecutive days during which a stay of enforcement of suchjudgment, by reason of a pending appeal or otherwise, is not in effect; or

### (i)                                     ERISA.  (i) An ERISA Event occurs with respect to aPension Plan or Multiemployer Plan which has resulted or could reasonably beexpected to result in liability of any Loan Party under Title IV of ERISA tothe Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount inexcess of the Threshold Amount, or (ii) any Loan Party or any ERISA Affiliatefails to pay when due, after the expiration of any applicable grace period, anyinstallment payment with respect to its withdrawal liability underSection 4201 of ERISA under a Multiemployer Plan in an aggregate amount inexcess of the Threshold Amount; or

### (j)                                     Invalidityof Loan Documents.  Any Loan Documentor any provision thereof, at any time after its execution and delivery and forany reason other than as expressly permitted hereunder or thereunder orsatisfaction in full of all the Obligations, ceases to be in full force andeffect; or any Loan Party or any other Person contests in any manner thevalidity or enforceability of any Loan Document or any provision thereof; orany Loan Party denies that it has any or

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### further liability or obligation under anyLoan Document, or purports to revoke, terminate or rescind any Loan Document orany provision thereof; or

### (k)                                  Changeof Control.  There occurs any Changeof Control; or

### (l)                                     MaterialAdverse Effect.  There occurs anyevent of circumstance that has a Material Adverse Effect.

**8.02****                 RemediesUpon Event of Default**.  If any Eventof Default occurs and is continuing, Agent shall, at the request of, or may,with the consent of, the Required Lenders, take any or all of the followingactions:

### (a)                                  declarethe commitment of each Lender to make Loans to be terminated, whereupon suchcommitments and obligation shall be terminated;

### (b)                                 declarethe unpaid principal amount of all outstanding Loans, all interest accrued andunpaid thereon, and all other amounts owing or payable hereunder or under anyother Loan Document to be immediately due and payable, without presentment,demand, protest or other notice of any kind, all of which are hereby expresslywaived by Borrower; and

### (c)                                  exerciseon behalf of itself and the Lenders all rights and remedies available to it andthe Lenders under the Loan Documents;

provided, however,that upon the occurrence of an actual or deemed entry of an order for reliefwith respect to Borrower under the Bankruptcy Code of the United States, theobligation of each Lender to make Loans shall automatically terminate and theunpaid principal amount of all outstanding Loans and all interest and otheramounts as aforesaid shall automatically become due and payable, in each casewithout further act of Agent or any Lender.

**8.03****                 Applicationof Funds**.  After the exercise ofremedies provided for in Section 8.02 (or after the Loans have automaticallybecome immediately due and payable as set forth in the proviso to Section 8.02),any amounts received on account of the Obligations shall be applied by Agent inthe following order:

First, to payment of that portion ofthe Obligations constituting fees, indemnities, expenses and other amounts(including fees, charges and disbursements of counsel to Agent (including feesand time charges for attorneys who may be employees of Agent) and amountspayable under Article III) payable to Agent in its capacity assuch;

Second, to payment of that portionof the Obligations constituting fees, indemnities and other amounts (other thanprincipal interest) payable to Lenders (including fees, charges anddisbursements of counsel to the respective Lenders (including fees and timecharges for attorneys who may be employees of any Lender) and amounts payableunder Article III), ratably among them in proportion to therespective amounts described in this clause Second payable to them;

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Third, to payment of that portion ofthe Obligations constituting accrued and unpaid interest on the Loans and otherObligations, ratably among Lenders in proportion to the respective amountsdescribed in this clause Third payable to them;

Fourth, to payment of that portionof the Obligations constituting unpaid principal of the Loans and to the LenderSwap Obligations, ratably among Lenders and the Lender Counterparties inproportion to the respective amounts described in this clause Fourthheld by them; and

Last, the balance, if any, after allof the Obligations have been indefeasibly paid in full, to Borrower or asotherwise required by Law.

**ARTICLEIX.  ADMINISTRATIVE AGENT**

**9.01****                 Appointmentand Authorization of Administrative Agent**. Each of the Lenders hereby irrevocably appoints Bank of America to acton its behalf as Administrative Agent hereunder and under the other LoanDocuments and authorizes Agent to take such actions on its behalf and toexercise such powers as are delegated to Agent by the terms hereof and thereof,together with such actions and powers as are reasonably incidentalthereto.  The provisions of this Articleare solely for the benefit of Agent and the Lenders, and neither Borrower norany other Loan Party shall have rights as a third party beneficiary of any of suchprovisions.

**9.02****                 Rightsas a Lender**.  The Person serving asAgent hereunder shall have the same rights and powers in its capacity as aLender as any other Lender and may exercise the same as though it were notAgent and the term “Lender” or “Lenders” shall, unless otherwise expresslyindicated or unless the context otherwise requires, include the Person servingas Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to,act as the financial advisor or in any other advisory capacity for andgenerally engage in any kind of business with any Loan Party or any Subsidiaryor other Affiliate thereof as if such Person were not Agent hereunder andwithout any duty to account therefor to Lenders.

**9.03****                 ExculpatoryProvisions**.  Agent shall not have anyduties or obligations except those expressly set forth herein and in the otherLoan Documents.  Without limiting thegenerality of the foregoing, Agent:

### (a)                                  shallnot be subject to any fiduciary or other implied duties, regardless of whethera Default has occurred and is continuing;

### (b)                                 shallnot have any duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expresslycontemplated hereby or by the other Loan Documents that Agent is required toexercise as directed in writing by the Required Lenders (or such other numberor percentage of the Lenders as shall be expressly provided for herein or inthe other Loan Documents), provided that Agent shall not be required totake any action that, in its opinion or the opinion of its counsel, may exposeAgent to liability or that is contrary to any Loan Document or applicable Law;and

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### (c)                                  shallnot, except as expressly set forth herein and in the other Loan Documents, haveany duty to disclose, and shall not be liable for the failure to disclose, anyinformation relating to Borrower or any of its Affiliates that is communicatedto or obtained by the Person serving as Agent or any of its Affiliates in anycapacity.

### (d)                                 Agentshall not be liable for any action taken or not taken by it (i) with theconsent or at the request of the Required Lenders (or such other number orpercentage of the Lenders as shall be necessary, or as Agent shall believe ingood faith shall be necessary, under the circumstances as provided in Sections8.02 and 10.01) or (ii) in the absence of its own gross negligenceor willful misconduct.  Agent shall bedeemed not to have knowledge of any Default unless and until written noticedescribing such Default is given to Agent by Borrower or a Lender.  Agent shall not be responsible for or haveany duty to ascertain or inquire into (i) any statement, warranty orrepresentation made in or in connection with this Agreement or any other LoanDocument, (ii) the contents of any certificate, report or other documentdelivered hereunder or thereunder or in connection herewith or therewith, (iii)the performance or observance of any of the covenants, agreements or otherterms or conditions set forth herein or therein or the occurrence of anyDefault, (iv) the validity, enforceability, effectiveness or genuineness ofthis Agreement, any other Loan Document or any other agreement, instrument ordocument or (v) the satisfaction of any condition set forth in Article IVor elsewhere herein, other than to confirm receipt of items expressly requiredto be delivered to Agent.

**9.04****                 Relianceby Administrative Agent**.  Agent shallbe entitled to rely upon, and shall not incur any liability for relying upon,any notice, request, certificate, consent, statement, instrument, document orother writing (including any electronic message, Internet or intranet websiteposting or other distribution) believed by it to be genuine and to have beensigned, sent or otherwise authenticated by the proper Person.  Agent also may rely upon any statement madeto it orally or by telephone and believed by it to have been made by the properPerson, and shall not incur any liability for relying thereon.  In determining compliance with any conditionhereunder to the making of a Loan, that by its terms must be fulfilled to thesatisfaction of a Lender, Agent may presume that such condition is satisfactoryto such Lender unless Agent shall have received notice to the contrary fromsuch Lender prior to the making of such Loan. Agent may consult with legal counsel (who may be counsel for Borrower),independent accountants and other experts selected by it, and shall not beliable for any action taken or not taken by it in accordance with the advice ofany such counsel, accountants or experts.

**9.05****                 Delegationof Duties**.  Agent may perform any andall of its duties and exercise its rights and powers hereunder or under anyother Loan Document by or through any one or more sub agents appointed byAgent.  Agent and any such sub agent mayperform any and all of its duties and exercise its rights and powers by orthrough their respective Related Parties. The exculpatory provisions of this Article shall apply to any such subagent and to the Related Parties of Agent and any such sub agent, and shallapply to their respective activities in connection with the syndication of thecredit facilities provided for herein as well as activities as Agent.

**9.06****                 Resignationof Agent**.  Agent may at any time givenotice of its resignation to Lenders and Borrower.  Upon receipt of any such notice ofresignation, the Required Lenders shall have the right, in consultation withBorrower, to appoint a successor, which shall be a bank with an

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office in the UnitedStates, or an Affiliate of any such bank with an office in the UnitedStates.  If no such successor shall havebeen so appointed by the Required Lenders and shall have accepted suchappointment within 30 days after the retiring Agent gives notice of itsresignation, then the retiring Agent may on behalf of Lenders, appoint asuccessor Agent meeting the qualifications set forth above; providedthat if Agent shall notify Borrower and the Lenders that no qualifying Personhas accepted such appointment, then such resignation shall nonetheless becomeeffective in accordance with such notice and (1) the retiring Agent shallbe discharged from its duties and obligations hereunder and under the otherLoan Documents (except that in the case of any collateral security held by Agenton behalf of the Lenders under any of the Loan Documents, the retiring Agentshall continue to hold such collateral security until such time as a successorAgent is appointed) and (2) all payments, communications and determinationsprovided to be made by, to or through Agent shall instead be made by or to eachLender directly, until such time as the Required Lenders appoint a successorAgent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder,such successor shall succeed to and become vested with all of the rights,powers, privileges and duties of the retiring (or retired) Agent, and theretiring Agent shall be discharged from all of its duties and obligationshereunder or under the other Loan Documents (if not already dischargedtherefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same asthose payable to its predecessor unless otherwise agreed between Borrower andsuch successor.  After the retiring Agent’sresignation hereunder and under the other Loan Documents, the provisions ofthis Article and Section 10.04 shall continue in effect for thebenefit of such retiring Agent, its sub agents and their respective RelatedParties in respect of any actions taken or omitted to be taken by any of themwhile the retiring Administrative Agent was acting as Administrative Agent.

**9.07****                 Non-Relianceon Agent and Other Lenders**.  EachLender acknowledges that it has, independently and without reliance upon Agentor any other Lender or any of their Related Parties and based on such documentsand information as it has deemed appropriate, made its own credit analysis anddecision to enter into this Agreement. Each Lender also acknowledges that it will, independently and withoutreliance upon Agent or any other Lender or any of their Related Parties andbased on such documents and information as it shall from time to time deemappropriate, continue to make its own decisions in taking or not taking actionunder or based upon this Agreement, any other Loan Document or any relatedagreement or any document furnished hereunder or thereunder.

**9.08****                 NoOther Duties, Etc.**  Anything hereinto the contrary notwithstanding, no Lender holding a title listed on the coverpage hereof shall have any powers, duties or responsibilities under thisAgreement or any of the other Loan Documents, except in its capacity, asapplicable, as Agent or a Lender hereunder.

**9.09****                 AdministrativeAgent May File Proofs of Claim**.  Incase of the pendency of any receivership, insolvency, liquidation, bankruptcy,reorganization, arrangement, adjustment, composition or other judicialproceeding relative to any Loan Party, Agent (irrespective of whether theprincipal of any Loan shall then be due and payable as herein expressed or bydeclaration or otherwise and irrespective of whether Agent shall have made anydemand on Borrower) shall be entitled and empowered, by intervention in suchproceeding or otherwise

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### (a)                                  tofile and prove a claim for the whole amount of the principal and interest owingand unpaid in respect of the Loans and all other Obligations that are owing andunpaid and to file such other documents as may be necessary or advisable inorder to have the claims of Agent and the Lenders (including any claim for thereasonable compensation, expenses, disbursements and advances of Agent and theLenders and their respective agents and counsel and all other amounts due Agentand the Lenders under Sections 2.09 and 10.04) allowed in suchjudicial proceeding; and

### (b)                                 tocollect and receive any monies or other property payable or deliverable on anysuch claims and to distribute the same;

andany custodian, receiver, assignee, trustee, liquidator, sequestrator or othersimilar official in any such judicial proceeding is hereby authorized by eachLender to make such payments to Agent and, in the event that Agent shallconsent to the making of such payments directly to Lenders, to pay to Agent anyamount due for the reasonable compensation, expenses, disbursements andadvances of Agent and its agents and counsel, and any other amounts due Agentunder Sections 2.09 and 10.04. Nothing contained herein shall be deemed to authorize Agent to authorizeor consent to or accept or adopt on behalf of any Lender any plan ofreorganization, arrangement, adjustment or composition affecting theObligations or the rights of any Lender or to authorize Agent to vote inrespect of the claim of any Lender in any such proceeding.

**9.10****                 GuarantyMatters**.  Each Lender herebyirrevocably authorizes Agent, at its option and in its discretion, to releaseany Guarantor from its obligations under the Guaranty if such Person ceases tobe a Subsidiary as a result of a transaction permitted hereunder.  Upon request by Agent at any time, each Lenderwill confirm in writing Agent’s authority to enter into the transactionsdescribed in this Section 9.10.

**9.11****                 CollateralMatters.**  (a)  Each Lender hereby irrevocably authorizes anddirects Agent to enter into the Collateral Documents for the benefit of suchLender.  Each Lender hereby agrees, andeach holder of any Note by the acceptance thereof will be deemed to agree,that, except as otherwise set forth in Section 10.01, any action takenby the Required Lenders, in accordance with the provisions of this Agreement orthe Collateral Documents, and the exercise by the Required Lenders of thepowers set forth herein or therein, together with such other powers as arereasonably incidental thereto, shall be authorized and binding upon all of theLenders.  Agent is hereby authorized (butnot obligated) on behalf of all of the Lenders, without the necessity of anynotice to or further consent from any Lender from time to time prior to, anEvent of Default, to take any action with respect to any Collateral or CollateralDocuments which may be necessary to perfect and maintain perfected the Liensupon the Collateral granted pursuant to the Collateral Documents.

(b)  Each Lender hereby irrevocably authorizeAgent, at its option and in its discretion,

(i)  to release any Lien on any property grantedto or held by Agent under any Loan Document (A) upon termination of theAggregate Commitments and payment in full of all Obligations (other thancontingent indemnification obligations) and the expiration or termination ofall

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Letters of Credit, (B) thatis sold or to be sold as part of or in connection with any sale permittedhereunder or under any other Loan Document, (C) subject to Section 10.01,if approved, authorized or ratified in writing by the Required Lenders, or (D)in connection with any foreclosure sale or other disposition of Collateralafter the occurrence of an Event of Default; and

(ii)  to subordinate any Lien on any propertygranted to or held by Agent under any Loan Document to the holder of any Lienon such property that is permitted by this Agreement or any other LoanDocument.

Upon request by Agent at anytime, each Lender will confirm in writing Agent’s authority to release orsubordinate its interest in particular types or items of Collateral pursuant tothis Section 9.11.

(c)  Subject to (b) above, Agent shall (and ishereby irrevocably authorized by each Lender , to execute such documents as maybe necessary to evidence the release or subordination of the Liens granted toAgent for the benefit of Agent and the Lenders herein or pursuant hereto uponthe applicable Collateral; provided that (i) Agent shall not be required toexecute any such document on terms which, in Agent’s opinion, would exposeAgent to or create any liability or entail any consequence other than therelease or subordination of such Liens without recourse or warranty and (ii)such release or subordination shall not in any manner discharge, affect orimpair the Obligations or any Liens upon (or obligations of Borrower or anyother Loan Party in respect of) all interests retained by Borrower or any otherLoan Party, including the proceeds of the sale, all of which shall continue toconstitute part of the Collateral.  Inthe event of any sale or transfer of Collateral, or any foreclosure withrespect to any of the Collateral, Agent shall be authorized to deduct allexpenses reasonably incurred by Agent from the proceeds of any such sale,transfer or foreclosure.

(d)  Agent shall have no obligation whatsoever toany Lender or any other Person to assure that the Collateral exists or is ownedby Borrower or any other Loan Party or is cared for, protected or insured orthat the Liens granted to Agent herein or in any of the Collateral Documents orpursuant hereto or thereto have been properly or sufficiently or lawfullycreated, perfected, protected or enforced or are entitled to any particularpriority, or to exercise or to continue exercising at all or in any manner orunder any duty of care, disclosure or fidelity any of the rights, authoritiesand powers granted or available to Agent in this Section 9.11 or in anyof the Collateral Documents, it being understood and agreed that in respect ofthe Collateral, or any act, omission or event related thereto, Agent may act inany manner it may deem appropriate, in its sole discretion, given Agent’s owninterest in the Collateral as one of Lenders and that Agent shall have no dutyor liability whatsoever to Lenders.

(e)  Each Lender hereby appoints each other Lenderas agent for the purpose of perfecting Lenders’ security interest in assetswhich, in accordance with Article 9 of the UCC can be perfected only bypossession.  Should any Lender (otherthan Agent) obtain possession of any such Collateral, such Lender shall notifyAgent thereof, and, promptly upon Agent’s request therefor shall deliver suchCollateral to Agent or in accordance with Agent’s instructions.

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**ARTICLE X.  MISCELLANEOUS**

**10.01****          Amendments,Etc.**  No amendment or waiver of anyprovision of this Agreement or any other Loan Document, and no consent to anydeparture by Borrower or any other Loan Party therefrom, shall be effectiveunless in writing signed by the Required Lenders and Borrower or the applicableLoan Party, as the case may be, and acknowledged by Agent, and each such waiveror consent shall be effective only in the specific instance and for thespecific purpose for which given; provided, however, that no suchamendment, waiver or consent shall:

### (a)                                  waiveany condition set forth in Section 4.01(a) without the writtenconsent of each Lender; provided, however, in the sole discretionof Agent, only a waiver by Agent shall be required with respect to immaterialmatters or items specified in Section 4.01(a) (iii) or (iv)with respect to which Borrower has given assurances satisfactory to Agent thatsuch items shall be delivered promptly following the Closing Date;

### (b)                                 extendor increase the Commitment of any Lender (or reinstate any Commitmentterminated pursuant to Section 8.02) without the written consent ofsuch Lender;

### (c)                                  postponeany date fixed by this Agreement or any other Loan Document for any payment(excluding mandatory prepayments) of principal, interest, fees or other amountsdue to Lenders (or any of them) hereunder or under any other Loan Documentwithout the written consent of each Lender directly affected thereby;

### (d)                                 reducethe principal of, or the rate of interest specified herein on, any Loan, or(subject to clause (iv) of the second proviso to this Section 10.01)any fees or other amounts payable hereunder or under any other Loan Document,without the written consent of each Lender directly affected thereby; provided,however, that only the consent of the Required Lenders shall benecessary (i) to amend the definition of “Default Rate” or to waive anyobligation of Borrower to pay interest at the Default Rate;

### (e)                                  amendSection 7.12 (or any defined term used therein) without the writtenconsent of each Lender;

### (f)                                    changeSection 2.13 or Section 8.03 in a manner that wouldalter the pro rata sharing of payments required thereby without the writtenconsent of each Lender;

### (g)                                 changeany provision of this Section or the definition of “Required Lenders”or any other provision hereof specifying the number or percentage of Lendersrequired to amend, waive or otherwise modify any rights hereunder or make anydetermination or grant any consent hereunder, without the written consent ofeach Lender; or

### (h)**                                **releaseany Guarantor from the Guaranty or release the Liens on all or substantiallyall of the Collateral in any transaction or series of related transactionsexcept in accordance with the terms of any Loan Document, without the writtenconsent of each Lender;

and, providedfurther, that (i) no amendment, waiver or consent shall, unless in writing andsigned by Agent in addition to the Lenders required above, affect the rights orduties of

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Agent under thisAgreement or any other Loan Document; and (ii) the Agent Fee Letter may beamended, or rights or privileges thereunder waived, in a writing executed onlyby the parties thereto.  Notwithstandinganything to the contrary herein, no Defaulting Lender shall have any right toapprove or disapprove any amendment, waiver or consent hereunder, except thatthe Commitment of such Lender may not be increased or extended without theconsent of such Lender.

**10.02****          Notices;Effectiveness; Electronic Communications.**

### (a)                                  NoticesGenerally.  Except in the case ofnotices and other communications expressly permitted to be given by telephone(and except as provided in subsection (b) below), all notices and othercommunications provided for herein shall be in writing and shall be deliveredby hand or overnight courier service, mailed by certified or registered mail orsent by telecopier as follows, and all notices and other communicationsexpressly permitted hereunder to be given by telephone shall be made to theapplicable telephone number, as follows:

#### (i)                                     if to Borrower orAgent, to the address, telecopier number, electronic mail address or telephonenumber specified for such Person on Schedule 4; and

#### (ii)                                  if to any otherLender, to the address, telecopier number, electronic mail address or telephonenumber specified in its Administrative Questionnaire.

Notices sent byhand or overnight courier service, or mailed by certified or registered mail,shall be deemed to have been given when received; notices sent by telecopiershall be deemed to have been given when sent (except that, if not given duringnormal business hours for the recipient, shall be deemed to have been given atthe opening of business on the next business day for the recipient).  Notices delivered through electroniccommunications to the extent provided in subsection (b) below, shall beeffective as provided in such subsection (b).

### (b)                                 ElectronicCommunications.  Notices and othercommunications to the Lenders hereunder may be delivered or furnished byelectronic communication (including e-mail and Internet or intranet websites)pursuant to procedures approved by Agent, provided that the foregoing shall notapply to notices to any Lender pursuant to Article II if such Lender, asapplicable has notified the Agent that it is incapable of receiving noticesunder such Article by electronic communication.  Agent or Borrower may, in its discretion,agree to accept notices and other communications to it hereunder by electroniccommunications pursuant to procedures approved by it, provided that approval ofsuch procedures may be limited to particular notices or communications.  Unless Agent otherwise prescribes,(i) notices and other communications sent to an e-mail address shall bedeemed received upon the sender’s receipt of an acknowledgement from the intendedrecipient (such as by the “return receipt requested” function, as available,return e-mail or other written acknowledgement), provided that if suchnotice or other communication is not sent during the normal business hours ofthe recipient, such notice or communication shall be deemed to have been sentat the opening of business on the next business day for the recipient, and (ii)notices or communications posted to an Internet or intranet website shall bedeemed received upon the deemed receipt by the intended recipient at its e-mail

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### address as described in the foregoing clause(i) of notification that such notice or communication is available andidentifying the website address therefor.

### (c)                                  ThePlatform.  THE PLATFORM IS PROVIDED “ASIS” AND “AS AVAILABLE.”  THE AGENTPARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OFBORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIMLIABILITY FOR ERRORS IN OR OMISSIONS FROM BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OROTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH BORROWER MATERIALSOR THE PLATFORM.  In no event shall Agentor any of its Related Parties (collectively, the “Agent Parties”) haveany liability to Borrower, any Lender or any other Person for losses, claims,damages, liabilities or expenses of any kind (whether in tort, contract orotherwise) arising out of Borrower’s or Agent’s transmission of BorrowerMaterials through the Internet, except to the extent that such losses, claims,damages, liabilities or expenses are determined by a court of competentjurisdiction by a final and nonappealable judgment to have resulted from thegross negligence or willful misconduct of such Agent Party; provided, however,that in no event shall any Agent Party have any liability to Borrower, anyLender or any other Person for indirect, special, incidental, consequential orpunitive damages (as opposed to direct or actual damages).

### (d)                                 Changeof Address, Etc.  Each of Borrower orAgent may change its address, telecopier or telephone number for notices andother communications hereunder by notice to the other parties hereto.  Each other Lender may change its address,telecopier or telephone number for notices and other communications hereunderby notice to Borrower and Agent.  Inaddition, each Lender agrees to notify Agent from time to time to ensure thatAgent has on record (i) an effective address, contact name, telephone number,telecopier number and electronic mail address to which notices and othercommunications may be sent and (ii) accurate wire instructions for such Lender.

### (e)                                  Relianceby Agent and Lenders.  Agent andLenders shall be entitled to rely and act upon any notices (includingtelephonic Loan Notices) purportedly given by or on behalf of Borrower even if(i) such notices were not made in a manner specified herein, were incomplete orwere not preceded or followed by any other form of notice specified herein, or(ii) the terms thereof, as understood by the recipient, varied from anyconfirmation thereof.  Borrower shallindemnify Agent, each Lender and the Related Parties of each of them from alllosses, costs, expenses and liabilities resulting from the reliance by suchPerson on each notice purportedly given by or on behalf of Borrower.  All telephonic notices to and othertelephonic communications with Agent may be recorded by Agent, and each of theparties hereto hereby consents to such recording.

**10.03****          NoWaiver; Cumulative Remedies**.  Nofailure by any Lender or Agent to exercise, and no delay by any such Person inexercising, any right, remedy, power or privilege hereunder shall operate as awaiver thereof; nor shall any single or partial exercise of any right, remedy,

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power or privilegehereunder preclude any other or further exercise thereof or the exercise of anyother right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided arecumulative and not exclusive of any rights, remedies, powers and privilegesprovided by law.

**10.04****          Expenses;Indemnity; Damage Waiver.**

### (a)                                  Costsand Expenses.  Borrower shall pay (i)all reasonable out of pocket expenses incurred by Agent and its Affiliates(including the reasonable fees, charges and disbursements of counsel forAgent), in connection with the syndication of the credit facilities providedfor herein, the preparation, negotiation, execution, delivery andadministration of this Agreement and the other Loan Documents or anyamendments, modifications or waivers of the provisions hereof or thereof(whether or not the transactions contemplated hereby or thereby shall beconsummated), and (ii) all out of pocket expenses incurred by Agent or anyLender (including the fees, charges and disbursements of any counsel for Agentor any Lender), and shall pay all fees and time charges for attorneys who maybe employees of Agent or any Lender, in connection with the enforcement orprotection of its rights (A) in connection with this Agreement and the otherLoan Documents, including its rights under this Section, or (B) in connectionwith the Loans made or Letters of Credit issued hereunder, including all such outof pocket expenses incurred during any workout, restructuring or negotiationsin respect of such Loans or Letters of Credit.

### (b)                                 Indemnificationby Borrower.  Borrower shallindemnify Agent (and any sub-agent thereof), each Lender, and each RelatedParty of any of the foregoing Persons (each such Person being called an “Indemnitee”)against, and hold each Indemnitee harmless from, any and all losses, claims,damages, liabilities and related expenses (including the fees, charges anddisbursements of any counsel for any Indemnitee), and shall indemnify and holdharmless each Indemnitee from all fees and time charges and disbursements forattorneys who may be employees of any Indemnitee, incurred by any Indemnitee orasserted against any Indemnitee by any third party or by Borrower or any otherLoan Party arising out of, in connection with, or as a result of (i) theexecution or delivery of this Agreement, any other Loan Document or anyagreement or instrument contemplated hereby or thereby, the performance by theparties hereto of their respective obligations hereunder or thereunder, or theconsummation of the transactions contemplated hereby or thereby, or, in thecase of Agent (and any sub-agent thereof) and its Related Parties only, theadministration of this Agreement and the other Loan Documents, (ii) any Loan orthe use or proposed use of the proceeds therefrom, (iii) any actual or allegedpresence or release of Hazardous Materials on or from any property owned oroperated by any Loan Party or any of its Subsidiaries, or any EnvironmentalLiability related in any way to any Loan Party or any of its Subsidiaries, or(iv) any actual or prospective claim, litigation, investigation or proceedingrelating to any of the foregoing, whether based on contract, tort or any othertheory, whether brought by a third party or by Borrower or any other LoanParty, and regardless of whether any Indemnitee is a party thereto, in allcases, whether or not caused by or arising, in whole or in part, out of thecomparative, contributory or sole negligence of the Indemnitee; providedthat such indemnity shall not, as to any Indemnitee, be available to the extentthat such losses, claims, damages, liabilities or related expenses (x) aredetermined by a court of competent jurisdiction by final and nonappealablejudgment to have resulted from the gross negligence or willful misconduct ofsuch Indemnitee or (y) result from a claim brought by

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### Borrower or any other Loan Party against anIndemnitee for breach in bad faith of such Indemnitee’s obligations hereunderor under any other Loan Document, if Borrower or such Loan Party has obtained afinal and nonappealable judgment in its favor on such claim as determined by acourt of competent jurisdiction.

### (c)                                  Reimbursementby Lenders.  To the extent thatBorrower for any reason fails to indefeasibly pay any amount required undersubsection (a) or (b) of this Section to be paid by it to Agent (or anysub-agent thereof) or any Related Party of any of the foregoing, each Lenderseverally agrees to pay to Agent (or any such sub-agent) or such Related Party,as the case may be, such Lender’s Applicable Percentage (determined as of thetime that the applicable unreimbursed expense or indemnity payment is sought)of such unpaid amount, provided that the unreimbursed expense orindemnified loss, claim, damage, liability or related expense, as the case maybe, was incurred by or asserted against Agent (or any such sub-agent) in itscapacity as such, or against any Related Party of any of the foregoing actingfor Agent (or any such sub-agent) in connection with such capacity.  The obligations of the Lenders under thissubsection (c) are subject to the provisions of Section 2.12(d).

### (d)                                 Waiverof Consequential Damages, Etc.  Tothe fullest extent permitted by applicable law, Borrower shall not assert, andhereby waives, any claim against any Indemnitee, on any theory of liability,for special, indirect, consequential or punitive damages (as opposed to director actual damages) arising out of, in connection with, or as a result of, thisAgreement, any other Loan Document or any agreement or instrument contemplatedhereby, the transactions contemplated hereby or thereby, any Loan or the use ofthe proceeds thereof.  No Indemniteereferred to in subsection (b) above shall be liable for any damages arisingfrom the use by unintended recipients of any information or other materialsdistributed by it through telecommunications, electronic or other informationtransmission systems in connection with this Agreement or the other LoanDocuments or the transactions contemplated hereby or thereby.

### (e)                                  Payments.  All amounts due under this Section shall bepayable not later than ten Business Days after demand therefor.

### (f)                                    Survival.  The agreements in this Section shall survivethe resignation of Agent, the replacement of any Lender, the termination of theAggregate Commitments and the repayment, satisfaction or discharge of all theother Obligations.

**10.05****          PaymentsSet Aside**.  To the extent that anypayment by or on behalf of Borrower is made to Agent or any Lender, or Agent orany Lender exercises its right of setoff, and such payment or the proceeds ofsuch setoff or any part thereof is subsequently invalidated, declared to befraudulent or preferential, set aside or required (including pursuant to anysettlement entered into by Agent or such Lender in its discretion) to be repaidto a trustee, receiver or any other party, in connection with any proceedingunder any Debtor Relief Law or otherwise, then (a) to the extent of suchrecovery, the obligation or part thereof originally intended to be satisfiedshall be revived and continued in full force and effect as if such payment hadnot been made or such setoff had not occurred, and (b) each Lenderseverally agrees to pay to Agent upon demand its applicable share (withoutduplication) of any amount so recovered from or repaid by Agent, plus interestthereon from the date of such demand to the date such payment is made at a rateper

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annum equal to theFederal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the precedingsentence shall survive the payment in full of the Obligations and thetermination of this Agreement.

**10.06****          Successorsand Assigns.**

### (a)                                  Successorsand Assigns Generally.  Theprovisions of this Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns permittedhereby, except that neither Borrower nor any other Loan Party may assign orotherwise transfer any of its rights or obligations hereunder without the priorwritten consent of Agent and each Lender and no Lender may assign or otherwisetransfer any of its rights or obligations hereunder except (i) to an EligibleAssignee in accordance with the provisions of subsection (b) of this Section,(ii) by way of participation in accordance with the provisions ofsubsection (d) of this Section, or (iii) by way of pledge or assignment of asecurity interest subject to the restrictions of subsection (f) of this Section(and any other attempted assignment or transfer by any party hereto shall benull and void).  Nothing in thisAgreement, expressed or implied, shall be construed to confer upon any Person(other than the parties hereto, their respective successors and assignspermitted hereby, Participants to the extent provided in subsection (d) of thisSection and, to the extent expressly contemplated hereby, the RelatedParties of each of Agent and the Lenders) any legal or equitable right, remedyor claim under or by reason of this Agreement.

### (b)                                 Assignmentsby Lenders.  Any Lender may at anytime assign to one or more Eligible Assignees all or a portion of its rightsand obligations under this Agreement (including all or a portion of itsCommitment and the Loans at the time owing to it); provided that (i)except in the case of an assignment of the entire remaining amount of theassigning Lender’s Commitment and the Loans at the time owing to it or in thecase of an assignment to a Lender or an Affiliate of a Lender, the aggregateamount of the Commitment (which for this purpose includes Loans outstandingthereunder) or, if the Commitment is not then in effect, the principaloutstanding balance of the Loans of the assigning Lender subject to each suchassignment, determined as of the date the Assignment and Assumption withrespect to such assignment is delivered to Agent or, if “Trade Date” isspecified in the Assignment and Assumption, as of the Trade Date, shall not beless than $5,000,000 unless each of Agent and, so long as no Event of Defaulthas occurred and is continuing, Borrower otherwise consents (each such consentnot to be unreasonably withheld or delayed); (ii) each partial assignment shallbe made as an assignment of a proportionate part of all the assigning Lender’srights and obligations under this Agreement with respect to the Loans or theCommitment assigned; (iii) any assignment of a Commitment must be approved byAgent unless the Person that is the proposed assignee is itself a Lender(whether or not the proposed assignee would otherwise qualify as an EligibleAssignee); and (iv) the parties to each assignment shall execute and deliver toAgent an Assignment and Assumption, together with a processing and recordationfee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shalldeliver to Agent an Administrative Questionnaire.  Subject to acceptance and recording thereofby Agent pursuant to subsection (c) of this Section, from and after theeffective date specified in each Assignment and Assumption, the EligibleAssignee thereunder shall be a party to this Agreement and, to the extent ofthe interest assigned by such Assignment and Assumption, have the rights andobligations of a

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### Lender under this Agreement, and theassigning Lender thereunder shall, to the extent of the interest assigned bysuch Assignment and Assumption, be released from its obligations under thisAgreement (and, in the case of an Assignment and Assumption covering all of theassigning Lender’s rights and obligations under this Agreement, such Lendershall cease to be a party hereto) but shall continue to be entitled to thebenefits of Sections 3.01, 3.04, 3.05, and 10.04with respect to facts and circumstances occurring prior to the effective dateof such assignment.  Upon request,Borrower (at its expense) shall execute and deliver a Note to the assigneeLender.  Any assignment or transfer by aLender of rights or obligations under this Agreement that does not comply withthis subsection shall be treated for purposes of this Agreement as a sale bysuch Lender of a participation in such rights and obligations in accordancewith subsection (d) of this Section.

### (c)                                  Register.  Agent, acting solely for this purpose as anagent of Borrower, shall maintain at Administrative Agent’s Office a copy ofeach Assignment and Assumption delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitments of,and principal amounts of the Loans owing to each Lender pursuant to the termshereof from time to time (the “Register”).  The entries in the Register shall beconclusive, and Borrower, Agent and the Lenders may treat each Person whosename is recorded in the Register pursuant to the terms hereof as a Lenderhereunder for all purposes of this Agreement, notwithstanding notice to thecontrary.  The Register shall beavailable for inspection by Borrower, at any reasonable time and from time totime upon reasonable prior notice.  Inaddition, at any time that a request for a consent for a material orsubstantive change to the Loan Documents is pending, any Lender may request andreceive from Agent a copy of the Register.

### (d)                                 Participations.  Any Lender may at any time, without theconsent of, or notice to, Borrower or Agent, sell participations to any Person(other than a natural person or any Loan Party or any of Loan Party’sAffiliates or Subsidiaries) (each, a “Participant”) in all or a portionof such Lender’s rights and/or obligations under this Agreement (including allor a portion of its Commitment and/or the Loans; provided that(i) such Lender’s obligations under this Agreement shall remain unchanged,(ii) such Lender shall remain solely responsible to the other parties heretofor the performance of such obligations and (iii) Borrower, Agent and theLenders shall continue to deal solely and directly with such Lender inconnection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to whicha Lender sells such a participation shall provide that such Lender shall retainthe sole right to enforce this Agreement and to approve any amendment,modification or waiver of any provision of this Agreement; provided thatsuch agreement or instrument may provide that such Lender will not, without theconsent of the Participant, agree to any amendment, waiver or othermodification described in the first proviso to Section 10.01 thataffects such Participant.  Subject tosubsection (e) of this Section, Borrower agrees that each Participant shall beentitled to the benefits of Sections 3.01, 3.04 and 3.05to the same extent as if it were a Lender and had acquired its interest byassignment pursuant to subsection (b) of this Section.  To the extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 10.08as though it were a Lender, provided such Participant agrees to besubject to Section 2.13 as though it were a Lender.

### (e)                                  Limitationsupon Participant Rights.  AParticipant shall not be entitled to receive any greater payment under Section 3.01or 3.04 than the applicable Lender would have been

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### entitled to receive with respect to theparticipation sold to such Participant, unless the sale of the participation tosuch Participant is made with Borrower’s prior written consent.

### (f)                                    CertainPledges.  Any Lender may at any timepledge or assign a security interest in all or any portion of its rights underthis Agreement (including under its Note, if any) to secure obligations of suchLender, including any pledge or assignment to secure obligations to a FederalReserve Bank; provided that no such pledge or assignment shall releasesuch Lender from any of its obligations hereunder or substitute any suchpledgee or assignee for such Lender as a party hereto.

### (g)                                 ElectronicExecution of Assignments.  The words “execution,”“signed,” “signature,” and words of like import in any Assignment andAssumption shall be deemed to include electronic signatures or the keeping ofrecords in electronic form, each of which shall be of the same legal effect,validity or enforceability as a manually executed signature or the use of apaper-based recordkeeping system, as the case may be, to the extent and asprovided for in any applicable law, including the Federal Electronic Signaturesin Global and National Commerce Act, the New York State Electronic Signaturesand Records Act, or any other similar state laws based on the UniformElectronic Transactions Act.

### (h)                                 DeemedConsent of Borrower.  If the consentof Borrower to an assignment to an Eligible Assignee is required hereunder(including a consent to an assignment which does not meet the minimumassignment threshold specified in clause (i) of the proviso to the firstsentence of Section 10.06(b)), Borrower shall be deemed to havegiven its consent five Business Days after the date notice thereof has beendelivered to Borrower by the assigning Lender (through Agent) unless suchconsent is expressly refused by Borrower prior to such fifth Business Day.

**10.07****          Treatmentof Certain Information; Confidentiality**.  Agent and each Lender agrees to maintain theconfidentiality of the Information (as defined below), except that Informationmay be disclosed (a) to its Affiliates and to its and its Affiliates’respective partners, directors, officers, employees, agents, advisors andrepresentatives (it being understood that the Persons to whom such disclosureis made will be informed of the confidential nature of such Information andinstructed to keep such Information confidential), (b) to the extent requestedby any regulatory authority, purporting to have jurisdiction over it (includingany self-regulatory authority, such as the National Association of InsuranceCommissioners), (c) to the extent required by applicable laws or regulations orby any subpoena or similar legal process, (d) to any other party hereto,(e) in connection with the exercise of any remedies hereunder or under anyother Loan Document or any action or proceeding relating to this Agreement orany other Loan Document or the enforcement of rights hereunder or thereunder,(f) subject to an agreement containing provisions substantially the same asthose of this Section, to (i) any assignee of or Participant in, or anyprospective assignee of or Participant in, any of its rights or obligationsunder this Agreement or (ii) any actual or prospective counterparty (or itsadvisors) to any swap or derivative transaction relating to Borrower and itsobligations, (g) with the consent of Borrower or (h) to the extent suchInformation (x) becomes publicly available other than as a result of a breachof this Section or (y) becomes available to Agent, any Lender, or any of theirrespective Affiliates on a nonconfidential basis from a source other thanBorrower.  For purposes of this Section, “Information”means all information received from any Loan Party, any

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Subsidiary or MV OilTrust relating to any Loan Party, or any Subsidiary or MV Oil Trust or any oftheir respective businesses, other than any such information that is availableto Agent or any Lender on a nonconfidential basis prior to disclosure by anyLoan Party, or any Subsidiary or MV Oil Trust, provided that, in thecase of information received from any Loan Party or any Subsidiary after thedate hereof, such information is clearly identified at the time of delivery asconfidential.  Any Person required tomaintain the confidentiality of Information as provided in this Section shallbe considered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of suchInformation as such Person would accord to its own confidentialinformation.  Each of Agent and theLenders acknowledges that (a) the Information may include materialnon-public information concerning any Loan Party or a Subsidiary, as the casemay be, (b) it has developed compliance procedures regarding the use ofmaterial non-public information and (c) it will handle such material non-publicinformation in accordance with applicable Law, including Federal and statesecurities Laws.

**10.08****          Rightof Setoff**.  If an Event of Defaultshall have occurred and be continuing, each Lender and each of their respectiveAffiliates is hereby authorized at any time and from time to time, afterobtaining the prior written consent of Agent, to the fullest extent permittedby applicable law, to set off and apply any and all deposits (general orspecial, time or demand, provisional or final, in whatever currency) at anytime held and other obligations (in whatever currency) at any time owing bysuch Lender or any such Affiliate to or for the credit or the account ofBorrower or any other Loan Party against any and all of the obligations ofBorrower or such Loan Party now or hereafter existing under this Agreement orany other Loan Document to such Lender or any such Affiliate, irrespective ofwhether or not such Lender shall have made any demand under this Agreement orany other Loan Document and although such obligations of Borrower or such LoanParty may be contingent or unmatured or are owed to a branch or office of suchLender different from the branch or office holding such deposit or obligated onsuch indebtedness.  The rights of eachLender and their respective Affiliates under this Section are in addition to otherrights and remedies (including other rights of setoff) that such Lender or itsAffiliates may have.  Each Lender agreesto notify Borrower and Agent promptly after any such setoff and application, providedthat the failure to give such notice shall not affect the validity of suchsetoff and application.

**10.09****          InterestRate Limitation**.  Notwithstandinganything to the contrary contained in any Loan Document, the interest paid oragreed to be paid under the Loan Documents shall not exceed the maximum rate ofnon-usurious interest permitted by applicable Law (the “Maximum Rate”).  If Agent or any Lender shall receive interestin an amount that exceeds the Maximum Rate, the excess interest shall beapplied to the principal of the Loans or, if it exceeds such unpaid principal,refunded to Borrower.  In determiningwhether the interest contracted for, charged, or received by Agent or a Lenderexceeds the Maximum Rate, such Person may, to the extent permitted byapplicable Law, (a) characterize any payment that is not principal as anexpense, fee, or premium rather than interest, (b) exclude voluntaryprepayments and the effects thereof, and (c) amortize, prorate, allocate, andspread in equal or unequal parts the total amount of interest throughout thecontemplated term of the Obligations hereunder.

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**10.10****          Counterparts;Integration; Effectiveness**.  ThisAgreement may be executed in counterparts (and by different parties hereto indifferent counterparts), each of which shall constitute an original, but all ofwhich when taken together shall constitute a single contract.  This Agreement and the other Loan Documentsconstitute the entire contract among the parties relating to the subject matterhereof and supersede any and all previous agreements and understandings, oralor written, relating to the subject matter hereof.  Except as provided in Section 4.01,this Agreement shall become effective when it shall have been executed by Agentand when Agent shall have received counterparts hereof that, when takentogether, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of asignature page of this Agreement by telecopy shall be effective as delivery ofa manually executed counterpart of this Agreement.

**10.11****          Survivalof Representations and Warranties**. All representations and warranties made hereunder and in any other LoanDocument or other document delivered pursuant hereto or thereto or inconnection herewith or therewith shall survive the execution and deliveryhereof and thereof.  Such representationsand warranties have been or will be relied upon by Agent and each Lender,regardless of any investigation made by Agent or any Lender or on their behalfand notwithstanding that Agent or any Lender may have had notice or knowledgeof any Default at the time of any Borrowing, and shall continue in full forceand effect as long as any Loan or any other Obligation hereunder shall remainunpaid or unsatisfied.

**10.12****          Replacementof Lenders**.  If any Lender requestscompensation under Section 3.04, or if Borrower is required to pay anyadditional amount to any Lender or any Governmental Authority for the accountof any Lender pursuant to Section 3.01, or if any Lender is a DefaultingLender, or if any Lender fails to agree to upon a proposed Borrowing Basepursuant to Section 2.15 that is the same as or is a decrease of thethen existing Borrowing Base if Lenders constituting the Required Lenders haveagreed to such proposed Borrowing Base, then Borrower may, at its sole expenseand effort, upon notice to such Lender and the Administrative Agent, requiresuch Lender to assign and delegate, without recourse (in accordance with andsubject to the restrictions contained in, and consents required by, Section10.06), all of its interests, rights and obligations under this Agreementand the related Loan Documents to an assignee that shall assume suchobligations (which assignee may be another Lender, if a Lender accepts suchassignment), provided that: (a) Borrower shall have paid to theAdministrative Agent the assignment fee specified in Section 10.06; (b)such Lender shall have received payment of an amount equal to the outstandingprincipal of its Loans, accrued interest thereon, accrued fees and all otheramounts payable to it hereunder and under the other Loan Documents (including anyamounts under Section 3.05) from the assignee (to the extent of suchoutstanding principal and accrued interest and fees) or Borrower (in the caseof all other amounts); (c) in the case of any such assignment resulting from aclaim for compensation under Section 3.04 or payments required to bemade pursuant to Section 3.01, such assignment will result in areduction in such compensation or payments thereafter; and (d) such assignmentdoes not conflict with applicable Laws.

ALender shall not be required to make any such assignment or delegation if,prior thereto, as a result of a waiver by such Lender or otherwise, thecircumstances entitling Borrower to require such assignment and delegationcease to apply.

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**10.13****          Severability**.  If any provision of this Agreement or theother Loan Documents is held to be illegal, invalid or unenforceable, (a) thelegality, validity and enforceability of the remaining provisions of thisAgreement and the other Loan Documents shall not be affected or impairedthereby and (b) the parties shall endeavor in good faith negotiations toreplace the illegal, invalid or unenforceable provisions with valid provisionsthe economic effect of which comes as close as possible to that of the illegal,invalid or unenforceable provisions.  Theinvalidity of a provision in a particular jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction.

**10.14****          GoverningLaw; Jurisdiction; Etc.**

### (a)                                  GOVERNINGLAW.  THIS AGREEMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEWYORK.

### (b)                                 SUBMISSIONTO JURISDICTION.  BORROWER AND EACHOTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITSPROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEWYORK SITTING IN ADA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE STATEOF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOANDOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THEPARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS INRESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCHNEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INSUCH FEDERAL COURT.  EACH OF THE PARTIESHERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BECONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENTOR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANYRIGHT THAT AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION ORPROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINSTBORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANYJURISDICTION.

### (c)                                  WAIVEROF VENUE.  BORROWER AND EACH OTHERLOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TOTHE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH(B) OF THIS SECTION.  EACH OF THE PARTIESHERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION ORPROCEEDING IN ANY SUCH COURT.

70

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### (d)                                 SERVICEOF PROCESS.  EACH PARTY HERETOIRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICESIN SECTION 10.02.  NOTHING IN THISAGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANYOTHER MANNER PERMITTED BY APPLICABLE LAW.

**10.15****          Waiverof Right to Trial by Jury**.  EACHPARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTOR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OFLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THATIT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENTAND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.

**10.16****          USAPATRIOT Act Notice. **Each Lender thatis subject to the Act (as hereinafter defined) and Agent (for itself and not onbehalf of any Lender) hereby notifies Borrower that pursuant to therequirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed intolaw October 26, 2001)) (the “Act”), it is required to obtain, verify and recordinformation that identifies Borrower, which information includes the name andaddress of Borrower and other information that will allow such Lender or Agent,as applicable, to identify Borrower in accordance with the Act.

**10.17****          Timeof the Essence**.  Time is of theessence of the Loan Documents.

**10.18****          Restatement.**Effective as of the Closing Date, (a) each lender consents to the execution andacceptance by Agent on its behalf of the Assignment, Assumption and Amendment(b) this Agreement amends and restates the Existing Credit Agreement in itsentirety, and (c) the loans and all other obligations outstanding under theExisting Credit Agreement shall be outstanding under and governed by thisAgreement.

[The remainder ofthis page is intentionally left blank.]

71

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IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be duly executed asof the date first above written.
|            | **MV PARTNERS, LLC** |
|------------|----------------------|
| ** ** | ** **           |
|       | By:                  | MV Energy, LLC, its Managing   Member |
|       |                 |
|       | By:                  | Murfin, Inc., as Member |
|       |                 |
|       |                 |
|       | By:                  |   |  /s/ Robert D.  Young |   |
|       | Robert D. Young      |
|       | Treasurer            |
|       |                 |
|       |                 |
| ** ** | **MV ENERGY, LLC**   |
| ** ** | ** **           |
|       | By:                  | Murfin, Inc., as Member |
|       |                 |
|       |                 |
|       | By:                  |   |  /s/ Robert D.  Young |   |
|       | Robert D. Young      |
|       | Treasurer            |
|       |                 |
|       |                 |
| ** ** | **VAP-I, LLC**       |
| ** ** | ** **           |
|       | By:                  | MV Energy, LLC, its Managing   Member |
|       |                 |
|       | By:                  | Murfin, Inc., as Member |
|       |                 |
|       |                 |
|       | By:                  |   |  /s/ Robert D.  Young |   |
|       | Robert D. Young      |
|       | Treasurer            |
|            |                      |  |  |  |  |

 

[SIGNATURE PAGE TO CREDITAGREEMENT]

----

 
|        | BANK OF AMERICA, N.A., as Administrative   Agent |
|--------|--------------------------------------------------|
|   | By:                                              |  /s/ Todd MacNeill |   |
|   | Name:                                            | Todd MacNeill |   |
|   | Title:                                           | Vice President |   |
|   |                                             | Agency Management Officer III |   |
|        |                                                  |  |  |  |  |

 

----

 
|        | BANK OF AMERICA, N.A., as a Lender |
|--------|------------------------------------|
|   | By:                                |  /s / Adam H.  Fey |   |
|   | Name:                              | Adam H. Fey |   |
|   | Title:                             | Vice President |   |
|        |                                    |  |  |  |  |

 

----

 
|        | UNION BANK OF CALIFORNIA, N.A., as a   Lender |
|--------|-----------------------------------------------|
|   | By:                                           |  /s/ Jarrod  Bourgeois |   |
|   | Name:                                         | Jarrod Bourgeois |   |
|   | Title:                                        | Vice President |   |
|        |                                               |  |  |  |  |

 

----

*SCHEDULE1*

**LENDERS’ COMMITMENTS**

**AND APPLICABLEPERCENTAGES**
| Lender                          | ** ** | **Commitment** | ** **  | **Applicable Percentage** | ** **  |
|---------------------------------|------------|----------------|-------------|--------------------------------|-------------|
| Bank of America, N.A.           |       | $              | 12,500,0000 |                           | 50.0000000  | % |
| Union Bank of  California, N.A. |       | $              | 12,500,0000 |                           | 50.0000000  | % |
| Total                           |       | $              | 25,000,000  |                           | 100.0000000 | % |

 

 

[CREDIT AGREEMENT]

*SCHEDULE2*

SECURITY DOCUMENTS

1.             Mortgage Amendment covering the Oil and Gas Propertiesto be dated as of the Closing Date from Borrower in favor of AdministrativeAgent.

2.             Pledge and SecurityAgreement covering the MV Trust Units to be dated as of the Closing Date fromHolders in favor of Administrative Agent.

----

*SCHEDULE3*

DISCLOSURESCHEDULE

Litigation:

None

Subsidiaries and otherEquity Investments:

Holders collectively own Borrower.   Holders each own 17.4% of MV Oil Trust,prior to the exercise by the underwriters of the purchase option provided bythe Underwriting Agreement.  Holders havegranted to Borrower security interest in Holders’ equity interests in Borrowerto secure Holders’ obligations to Borrower incurred to acquire a portion ofHolders’ interests in MV Oil Trust.

Existing Liens:

None

Existing Indebtedness:

None

Sale of Production(Section 5.18):

MV Partners, LLC hasagreed to sell its crude oil production where practicable at market competitiverates to SemGroup affiliates during the duration of the hedges reflected on theattached confirmation.

----

***SCHEDULE4***

**ADMINISTRATIVEAGENT’S OFFICE,CERTAIN ADDRESSES FOR NOTICES**

BORROWER:

**MV Partners, LLC**

250 N. Water,Suite 300

**Wichita, Kansas 67202**

**Attention: **BobYoung

Telephone:  (316) 267-3241

Telecopier:  (316) 267-6004

ElectronicMail:  byoung@murfininc.com

Website Address: none

OFFICE OF ADMINISTRATIVEAGENT AND SWING LINE LENDER

Notices (other than Requests for Extensions ofCredit):
| Att:   | Todd Mac Neill        |
|--------|-----------------------|
|   | Agency Officer        |
|   | Bank of America, N.A. |
|   | 100 Federal Street    |
|   | Boston, MA 02110      |

Tel:  (617) 434-6842

Facsimile:  (617) 790-1361

Electronic Mail:todd.g.macneill@Bank of America.com

For Payments and Requests for Extensions of Credit:

**BANK OF AMERICA, N.A.**

Att:  Jackie Harvey

Tel:  (214) 209-2158

Facsimile: (214) 290-9671

Electronic Mail:

----

Payments:

# **BANK OFAMERICA, N.A.**

901 Main Street, 14th Floor

Dallas, Texas 75202

ABA No. 111000012

Account No: 1292000883

Account Name:  

Attn:  Credit Services, Jackie Harvey

Reference:  MV Partners, LLC

2

----

***EXHIBITA***

**FORM OF LOANNOTICE**

Date:              ,     

To:          Bank of America, N.A., as Agent

Ladies and Gentlemen:

Referenceis made to that certain Credit Agreement, dated as of January 24, 2007 (asamended, restated, extended, supplemented or otherwise modified in writing fromtime to time, the “Agreement;” the terms defined therein being used herein astherein defined), among MV Partners, LLC**,** an Kansaslimited liability company (the “Borrower”), the Lenders from time to time partythereto, and Bank of America, N.A., as Administrative Agent.

Theundersigned hereby requests (select one):

o  ABorrowing of Loans          o  Aconversion or continuation of Loans

1.             On                                                         (aBusiness Day).

2.             In the amount of $                                                         .

3.             Comprisedof                                                               .

[Type of Loan requested]

4.             For Eurodollar Rate Loans:  with an Interest Period of           months.

TheBorrowing, if any, requested herein complies with the provisos to the firstsentence of Section 2.01 of the Agreement.
|            | **MV PARTNERS, LLC** |
|------------|----------------------|
| ** ** | ** **           |
|       | By:                  | MV Energy, LLC, its General   Partner |
|       |                 |
|       | By:                  | Murfin, Inc., as Member |
|       |                 |
|       |                 |
|       | By:                  |   |   |
|       |                 | Robert D. Young |   |
|       |                 | Treasurer |   |
|            |                      |  |  |  |  |

 

A-1

----

***EXHIBITB***

FORM OF NOTE
| $      |   |   |   |   |
|--------|--------|--------|--------|--------|
|   |   |   |

 

FOR VALUE RECEIVED, theundersigned (“Borrower”), hereby promises to pay to                                           or registered assigns (“Lender”), in accordance with the provisions ofthe Agreement (as hereinafter defined), the principal amount of [$25,000,000].

Borrower promises to payinterest on the unpaid principal amount of each Loan from the date of such Loanuntil such principal amount is paid in full, at such interest rates and at suchtimes as provided in certain Credit Agreement, dated as of January 24, 2007 (asamended, restated, extended, supplemented or otherwise modified in writing fromtime to time, the “Agreement;” the terms defined therein being used hereinas therein defined), among Borrower, the Lenders from time to time partythereto, and Bank of America, N.A., as Administrative Agent.  All payments of principal and interest shallbe made to Agent for the account of the Lender in Dollars in immediatelyavailable funds at the Administrative Agent’s Office.  If any amount is not paid in full when duehereunder, such unpaid amount shall bear interest, to be paid upon demand, fromthe due date thereof until the date of actual payment (and before as well asafter judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of theNotes referred to in the Agreement, is entitled to the benefits thereof and maybe prepaid in whole or in part subject to the terms and conditions provided therein.  Upon the occurrence and continuation of oneor more of the Events of Default specified in the Agreement, all amounts thenremaining unpaid on this Note shall become, or may be declared to be,immediately due and payable all as provided in the Agreement.  Loans made by the Lender shall be evidencedby one or more loan accounts or records maintained by the Lender in theordinary course of business. The Lender may also attach schedules to this Noteand endorse thereon the date, amount and maturity of its Loans and paymentswith respect thereto.

Borrower, for itself, itssuccessors and assigns, hereby waives diligence, presentment, protest anddemand and notice of protest, demand, dishonor and non-payment of this Note.

THIS NOTE SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

B-1

----

** **
|            | **MV PARTNERS, LLC** |
|------------|----------------------|
| ** ** | ** **           |
|       | By:                  | MV Energy, LLC, its General   Partner |
|       |                 |
|       | By:                  | Murfin, Inc., as Member |
|       |                 |
|       |                 |
|       | By:                  |   |   |
|       |                 | Robert D. Young |   |
|       |                 | Treasurer |   |
|            |                      |  |  |  |  |

 

B-2

----

***EXHIBITC***

**FORM OFCOMPLIANCE CERTIFICATE**

FinancialStatement Date:                    

To:          Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to thatcertain Credit Agreement, dated as of January 24, 2007 (as amended, restated,extended, supplemented or otherwise modified in writing from time to time, the “Agreement;”the terms defined therein being used herein as therein defined), among MVPartners, LLC, a Kansas limited liability company (“Borrower”), theLenders from time to time party thereto, and Bank of America, N.A., asAdministrative Agent.

The undersignedResponsible Officer hereby certifies as of the date hereof that he is theacting Treasurer of Murfin, Inc., a Kansas corporation, which is a member of MVEnergy, LLC, a Kansas limited liability company, which is the sole managingmember of Borrower, and that, as such, he is authorized to execute and deliverthis Certificate to Agent on the behalf of Borrower, and that:

*[Use following paragraph 1 forfiscal **year-end** financial statements]*

1.             Attached hereto as Schedule 1 are the year-endaudited financial statements required by Section 6.01(a) of theAgreement for the fiscal year of Borrower ended as of the above date, togetherwith the report and opinion of an independent certified public accountantrequired by such section.

*[Use following paragraph 1 forfiscal **quarter-end** financial statements]*

1.             Attached hereto as Schedule 1 are the unauditedfinancial statements required by Section 6.01(b) of the Agreementfor the fiscal quarter of Borrower ended as of the above date.  Such financial statements fairly present thefinancial condition, results of operations and cash flows of Borrower and itsSubsidiaries in accordance with GAAP as at such date and for such period, subjectonly to normal year-end audit adjustments and the absence of footnotes.

2.             The undersigned has reviewed and is familiar with theterms of the Agreement and has made, or has caused to be made under his/hersupervision, a detailed review of the transactions and condition (financial orotherwise) of Borrower during the accounting period covered by the attachedfinancial statements.

3.             A review of the activities of Borrower during suchfiscal period has been made under the supervision of the undersigned with aview to determining whether during such fiscal period Borrower performed andobserved all its Obligations under the Loan Documents, and 

C-1

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***[selectone:]***

**[to the best knowledge of theundersigned during such fiscal period, Borrower performed and observed eachcovenant and condition of the Loan Documents applicable to it, and no Defaulthas occurred and is continuing.]**

***–or–***

**[the following covenants orconditions have not been performed or observed and the following is a list ofeach such Default and its nature and status:]**

4.             The representations and warranties of Borrower containedin Article V of the Agreement, and/or any representations andwarranties of Borrower or any other Loan Party that are contained in anydocument furnished at any time under or in connection with the Loan Documents,are true and correct on and as of the date hereof, except to the extent thatsuch representations and warranties specifically refer to an earlier date, inwhich case they are true and correct as of such earlier date, and except thatfor purposes of this Compliance Certificate, the representations and warrantiescontained in subsections (a) and (b) of Section 5.05 of theAgreement shall be deemed to refer to the most recent statements furnishedpursuant to clauses (a) and (b), respectively, of Section 6.01 ofthe Agreement, including the statements in connection with which thisCompliance Certificate is delivered.

5.             The financial covenant analyses and information setforth on Schedule 2 attached hereto are true and accurate on and as ofthe date of this Certificate.

*IN WITNESS WHEREOF*,the undersigned has executed this Certificate as of                         ,                         .
|            | **MV PARTNERS, LLC** |
|------------|----------------------|
| ** ** |                 | ** ** |
|       | By:                  | MV Energy, LLC, its Managing |
|       |                 | Member |
|       |                 |   |
|       | By:                  |    Murfin, Inc., as Member |
|       |                 |   |
|       |                 |
|       | By:                  |   |   |
|       |                 | Robert D. Young |
|       |                 | Treasurer |
|            |                      |  |  |  |  |

 

C-2

----

For theQuarter/Year ended                                    (“ReportingDate”)

**SCHEDULE 2**to the Compliance Certificate($ in 000’s)
| **I.  Section 7.12(b) –Fixed  Charge Coverage Ratio.**       |                                                                                                                                                                                                                                                                 |
|------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                             |                                                                                                                                                                                                                                                                 |
| (A)                                                                    | Consolidated EBITDA of Borrower and its Subsidiaries  for the four Fiscal Quarter period ending on the Reporting Date (“Subject Period”):                                                                                                                  |   |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
|                                                                   | 1. Consolidated net income from operations of Borrower  and its Subsidiaries for Subject Period:                                                                                                                                                                     | $ |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
|                                                                   | 2. Consolidated Interest Charges for Subject Period*  (Line II.B.3.):                                                                                                                                                                                                | $ |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
|                                                                   | 3. Federal, state and local income taxes for Subject  Period:*                                                                                                                                                                                                       | $ |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
|                                                                   | 4. Depreciation expenses for Subject Period:*                                                                                                                                                                                                                        | $ |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
|                                                                   | 5. Amortization expenses for Subject Period:*                                                                                                                                                                                                                        | $ |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
|                                                                   | 6. Depletion expenses for Subject Period:*                                                                                                                                                                                                                           | $ |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
|                                                                   | 7. Other non-cash charges for Subject Period:*                                                                                                                                                                                                                       | $ |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
|                                                                   | 8. Consolidated EBITDA from operations (Lines II.A.1  + 2 + 3 + 4 + 5 + 6 + 7):                                                                                                                                                                                      | $ |
|                                                                   |                                                                                                                                                                                                                                                                 |   |
| (B)    Cash  distributions from MV Oil Trust Units | $                                                                                                                                                                                                                                                                    |
|                                                                   |                                                                                                                                                                                                                                                                 |
| (C)    Consolidated  Interest Charges:             |                                                                                                                                                                                                                                                                 |
|                                                                   |                                                                                                                                                                                                                                                                 |
| 1.                                                                     | Interest, premium payments, debt discount, fees,  charges and related expenses of Borrower and its Subsidiaries in connection  with borrowed money (including capitalized interest) or in connection with  the deferred purchase price of assets for Subject Period: | $ |
|                                                                        |                                                                                                                                                                                                                                                                      |  |  |

C-3

----

 
| 2.                                                                                                                            | Portion of rent expense of Borrower and its  Subsidiaries under capital leases for Subject Period: | $      |
|-------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|--------|
|                                                                                                                          |                                                                                               |   |
| 3.                                                                                                                            | Consolidated Interest Charges (Line II.B.1. + Line  II.B.2.)                                       | $      |
|                                                                                                                          |                                                                                               |   |
| (D)      Scheduled  payment of Principal:                                                       | $                                                                                                  |
|                                                                                                                          |                                                                                               |
| (E)      Fixed  Charge Coverage Ratio (Line II.A.8 + Line II.B  ̧  Line II.C.3 + Line II.D) |         to 1                                                         |
|                                                                                                                          |                                                                                               |
| (F)      Minimum  required:                                                                     | 1.25 to 1                                                                                          |

 

----

* include onlyto the extent that it has been deducted in calculating Consolidated Net Income

C-4

----

For the Fiscal Quarter/Year ended                                       (“ReportingDate”)

**QuarterlyInformation for Schedule 2**to the Compliance Certificate

($ in 000’s)

**Consolidated EBITDA**(in accordance with the definition of ConsolidatedEBITDA from Operationsas set forth in the Agreement)
| **Consolidated  EBITDA**                                                  | ** ** | **Quarter  Ended** | ** ** | **Quarter  Ended** | ** ** | **Quarter  Ended** | ** ** | **Quarter  Ended** | ** ** | **Twelve   Months  Ended** | ** ** |
|---------------------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|---------------------------------|------------|
| Consolidated Net  Income from operations of Borrower and its Subsidiaries |       |               |       |               |       |               |       |               |       |                            |       |
| + Consolidated  Interest Charges                                          |       |               |       |               |       |               |       |               |       |                            |       |
| + Federal, state  and local income taxes                                  |       |               |       |               |       |               |       |               |       |                            |       |
| + depreciation  expense                                                   |       |               |       |               |       |               |       |               |       |                            |       |
| + amortization  expense                                                   |       |               |       |               |       |               |       |               |       |                            |       |
| + depletion  expense                                                      |       |               |       |               |       |               |       |               |       |                            |       |
| + other non-cash  charges                                                 |       |               |       |               |       |               |       |               |       |                            |       |
| = Consolidated EBITDA  from operations                                    |       |               |       |               |       |               |       |               |       |                            |       |

 

C-5

----

**EXHIBIT D**

**FORMOFASSIGNMENT AND ASSUMPTION**

This Assignment andAssumption (this “Assignment and Assumption”) is dated as of theEffective Date set forth below and is entered into by and between **[Insert name of Assignor]** (the “Assignor”) and **[Insert name of Assignee]** (the “Assignee”).  Capitalized terms used but not defined hereinshall have the meanings given to them in the Credit Agreement identified below(the “Credit Agreement”), receipt of a copy of which is herebyacknowledged by the Assignee.  The StandardTerms and Conditions set forth in Annex 1 attached hereto are hereby agreed toand incorporated herein by reference and made a part of this Assignment andAssumption as if set forth herein in full.

For an agreedconsideration, the Assignor hereby irrevocably sells and assigns to theAssignee, and the Assignee hereby irrevocably purchases and assumes from theAssignor, subject to and in accordance with the Standard Terms and Conditionsand the Credit Agreement, as of the Effective Date inserted by Agent ascontemplated below (i) all of the Assignor’s rights and obligations as a Lenderunder the Credit Agreement and any other documents or instruments deliveredpursuant thereto to the extent related to the amount and percentage interestidentified below of all of such outstanding rights and obligations of theAssignor under the respective facilities identified below and (ii) to theextent permitted to be assigned under applicable law, all claims, suits, causesof action and any other right of the Assignor (in its capacity as a Lender)against any Person, whether known or unknown, arising under or in connectionwith the Credit Agreement, any other documents or instruments deliveredpursuant thereto or the loan transactions governed thereby or in any way basedon or related to any of the foregoing, including, but not limited to, contractclaims, tort claims, malpractice claims, statutory claims and all other claimsat law or in equity related to the rights and obligations sold and assignedpursuant to clause (i) above (the rights and obligations sold and assignedpursuant to clauses (i) and (ii) above being referred to herein collectivelyas, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, exceptas expressly provided in this Assignment and Assumption, without representationor warranty by the Assignor.

1.             Assignor:

2.             Assignee:                                                                             **[and is an Affiliate of [identify Lender]]**

3.             Borrower(s):          MVPartners, LLC

4.             Administrative Agent: Bank of America, N. A., as theadministrative agent under the Credit Agreement

5.             Credit Agreement:      CreditAgreement, dated as of January 24, 2007 among MV Partners, LLC, an Kansaslimited liability company, the Lenders from time to time party thereto, Bank ofAmerica, N.A., as Administrative Agent

D-1

----

6.             Assigned Interest:
| **Aggregate   Amount of Loans  for all   Lenders*** | ** ** | **Amount of   Loans Assigned*** | ** ** | **Percentage   Assigned of Loans** | ** ** | **CUSIP   No.** | ** ** |
|------------------------------------------------------------------------------|------------|------------------------------------------------|------------|---------------------------------------------------|------------|----------------------|------------|
| $                                                                            |       | $                                              |       |                                              | %          |                 |       |   |
|                                                                              |            |                                                |            |                                                   |            |                      |            |  |

 

**[7.           Trade Date:                                            ]**

Effective Date:                             ,20     **[TO BE INSERTED BYADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OFTRANSFER IN THE REGISTER THEREFOR.]**

The terms set forth inthis Assignment and Assumption are hereby agreed to:
| ASSIGNOR                |
|-------------------------|
|                    |
| **[NAME  OF ASSIGNOR]** |
| ** **              |
|                    |
| By:                     |   |   |
|                    |   |   |
| Title:                  |   |   |
|                         |  |  |  |  |

 
| ASSIGNEE                |
|-------------------------|
|                    |
| **[NAME  OF ASSIGNEE]** |
| ** **              |
|                    |
| By:                     |   |   |
|                    |   |   |
| Title:                  |   |   |
|                         |  |  |  |  |

 

D-2

----

**[Consented to and]**Accepted:

Bank of America, N. A.,asAdministrative Agent
| By:    |   |   |
|--------|--------|--------|
|   |   |   |
| Title: |   |   |
|        |        |        |  |  |

 

**[Consented to:]**
| By:    |   |   |
|--------|--------|--------|
|   |   |   |
| Title: |   |   |
|        |        |        |  |  |

 

D-3

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**ANNEX 1 TO ASSIGNMENT AND ASSUMPTION**

STANDARD TERMS AND CONDITIONS FORASSIGNMENT AND ASSUMPTION

1.             Representations and Warranties.

1.1.          Assignor.  The Assignor (a) represents and warrants that(i) it is the legal and beneficial owner of the Assigned Interest, (ii) theAssigned Interest is free and clear of any lien, encumbrance or other adverseclaim and (iii) it has full power and authority, and has taken all actionnecessary, to execute and deliver this Assignment and Assumption and toconsummate the transactions contemplated hereby; and (b) assumes no responsibilitywith respect to (i) any statements, warranties or representations made in or inconnection with the Credit Agreement or any other Loan Document, (ii) theexecution, legality, validity, enforceability, genuineness, sufficiency orvalue of the Loan Documents or any collateral thereunder, (iii) the financialcondition of Borrower, any of its Subsidiaries or Affiliates or any otherPerson obligated in respect of any Loan Document or (iv) the performance orobservance by Borrower, any of its Subsidiaries or Affiliates or any otherPerson of any of their respective obligations under any Loan Document.

1.2.          Assignee.  The Assignee (a) represents and warrants that(i) it has full power and authority, and has taken all action necessary, toexecute and deliver this Assignment and Assumption and to consummate thetransactions contemplated hereby and to become a Lender under the CreditAgreement, (ii) it meets all requirements of an Eligible Assignee under theCredit Agreement (subject to receipt of such consents as may be required underthe Credit Agreement), (iii) from and after the Effective Date, it shall bebound by the provisions of the Credit Agreement as a Lender thereunder and, tothe extent of the Assigned Interest, shall have the obligations of a Lender thereunder,and (iv) it has received a copy of the Credit Agreement, together with copiesof the most recent financial statements delivered pursuant to Section 6.01(a)or (b) thereof, as applicable, and such other documents and information asit has deemed appropriate to make its own credit analysis and decision to enterinto this Assignment and Assumption and to purchase the Assigned Interest onthe basis of which it has made such analysis and decision independently andwithout reliance on Agent or any other Lender; and (b) agrees that (i) it will,independently and without reliance on Agent, the Assignor or any other Lender,and based on such documents and information as it shall deem appropriate at thetime, continue to make its own credit decisions in taking or not taking actionunder the Loan Documents, and (ii) it will perform in accordance with theirterms all of the obligations which by the terms of the Loan Documents arerequired to be performed by it as a Lender.

2.             Payments. From and after the Effective Date, Agent shall make all payments inrespect of the Assigned Interest (including payments of principal, interest,fees and other amounts) to the Assignor for amounts which have accrued to butexcluding the Effective Date and to the Assignee for amounts which have accruedfrom and after the Effective Date.

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3.             General Provisions.  This Assignment and Assumption shall bebinding upon, and inure to the benefit of, the parties hereto and theirrespective successors and assigns.  ThisAssignment and Assumption may be executed in any number of counterparts, whichtogether shall constitute one instrument. Delivery of an executed counterpart of a signature page of thisAssignment and Assumption by telecopy shall be effective as delivery of amanually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall begoverned by, and construed in accordance with, the law of the State of NewYork.

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***EXHIBIT E***

**OPINION OF COUNSEL TO LOAN PARTIES**

E-1

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***EXHIBIT F***

**MORTGAGEAMENDMENT**

F-1

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