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Delaware		1311		20-2668934
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

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WHERE YOU CAN FIND MORE INFORMATION			iv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iv
NOTE ON NGT INFORMATION			v
QUESTIONS AND ANSWERS ABOUT THE OFFER AND SECOND-STEP MERGER			1
SUMMARY			33
RISK FACTORS			63
	Risk Factors Relating to the Offer and Second-Step Merger		63
	Risk Factors Related to Our Business and the Oil and Natural Gas Industry		65
	Risk Factors Inherent to an Investment in the Partnership		78
	Tax Risks to Common Unitholders		84
	Risk Factors Related to Our General Partner		86
SELECTED HISTORICAL FINANCIAL DATA OF NGT			89
BACKGROUND AND REASONS FOR AND ALTERNATIVES TO THE OFFER AND SECOND-STEP MERGER			91
THE OFFER			95
	Timing of the Offer		98
	Extension, Termination and Amendment		98
	Exchange of Depositary Units; Delivery of Our Common Units and Cash		99
	Cash Instead of Fractional Common Units		100
	Withdrawal Rights		100
	Procedure for Tendering		101
	Guaranteed Delivery		102
	Matters Concerning Validity and Eligibility		103
	Conditions of the Offer		103
	Announcement of Results of the Offer		105
	Ownership of the Partnership After the Offer		105
	Taxation		105
	Purpose of the Offer; No Dissenters’ Rights		105
	Effect of the Offer on the Market for Depositary Units; NYSE Listing; Registration Under the Exchange Act; Margin Regulations		106
	Dividends and Distributions		107
	Certain Legal Matters; Regulatory Approvals		107
	Relationships With NGT		108
	Source and Amount of Funds		109
	Fees and Expenses		111
	Accounting Treatment		112
	Stock Exchange Listing		112
THE SECOND-STEP MERGER AND POST-MERGER EXCHANGE PROCESS			113
	Trust Unitholders’ Meeting		113
	Post-Merger Exchange Process		114
	Plans for NGT and the Depositary		114
OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS			116
PARTNERSHIP AGREEMENT PROVISIONS RELATING TO CASH DISTRIBUTIONS			127
	Quarterly Distributions Of Available Cash		127
	Operating Surplus and Capital Surplus		128
	Characterization of Cash Distributions		129
	Distributions of Available Cash from Operating Surplus during the Subordination Period		129
	Distributions of Available Cash from Operating Surplus after the Subordination Period		130
	General Partner Incentive Distribution Rights		130
	Distributions from Capital Surplus		131
	Adjustment of Minimum Quarterly Distribution Levels and Distribution Threshold Amounts		132

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	Distributions of Cash upon Liquidation		132
	Adjustments to Capital Accounts upon the Issuance of Additional Units		134
MANAGEMENT’S OUTLOOK			135
PARTNERSHIP BUSINESS AND PROPERTIES			139
	Our Structure		140
	Our Growth Strategy		142
	Competitive Strengths		144
	Expenses		145
	Financial Condition, Liquidity and Capital Resources		146
	Contractual Arrangements		146
	Distributions		146
	Legal Proceedings		146
NGT PROPERTIES			147
MANAGEMENT			165
	Management of the Partnership		165
	The Board of Directors of Our General Partner		165
	Compensation Committee Interlocks and Insider Participation		169
	The General Partner’s Board of Directors and General Partner’s Executive Officers		169
	Executive Compensation		171
	Compensation of Directors		174
CONTROL PERSONS AND PRINCIPAL COMMON UNITHOLDERS			175
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			177
	Expenses of the Offer and Second-Step Merger		177
	Subordinated Units and Warrant		177
	Reimbursement of the General Partner		177
	Employee Bonus Pool Fee		178
	Net Profits Interests Agreement		178
	Fiduciary Duties		179
PROPOSED DISTRIBUTION REINVESTMENT PLAN			184
NGT MARKET PRICE AND DISTRIBUTION MATTERS			185
DESCRIPTION OF PARTNERSHIP COMMON UNITS			186
	The Common Units		186
	Transfer Agent and Registrar		186
	Transfer of Common Units		186
DESCRIPTION OF THE SUBORDINATED COMMON UNITS			188
	Subordination Period		188
	Limited Voting Rights		189
	Distributions Upon Liquidation		189
DESCRIPTION OF OUR PARTNERSHIP AGREEMENT			190
	Organization		190
	Purpose		190
	Power of Attorney		190
	Capital Contributions		191
	Limited Liability		191
	Voting Rights		192
	Issuance of Additional Securities		193
	Amendment of the Partnership Agreement		193
	Merger, Sale or Other Disposition of Assets		195
	Termination and Dissolution		196
	Liquidation and Distribution of Proceeds		196
	Withdrawal or Removal of the General Partner		196
	Transfer of General Partner Interest		198
	Transfer of Incentive Distribution Rights		198

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	Transfer of Ownership Interests In The General Partner		198
	Change of Management Provisions		198
	Limited Call Right		199
	Meetings; Voting		199
	Status as Limited Partner		200
	Non-Citizen Assignees; Redemption		200
	Indemnification		200
	Reimbursement of Expenses		201
	Books and Reports		201
	Right to Inspect Our Books and Records		201
	Registration Rights		202
UNITS ELIGIBLE FOR FUTURE SALE			203
COMPARISON OF DEPOSITARY UNITHOLDERS’ AND COMMON UNITHOLDERS’ RIGHTS			204
MATERIAL FEDERAL INCOME TAX CONSEQUENCES			211
	The Offer and Second-Step Merger		212
	Partnership Status		214
	Limited Partner Status		215
	Tax Consequences of Unit Ownership		216
	Sale of Zero Coupon Bonds, Production Payment Income and Royalty Income		221
	Tax Treatment of Operations		222
	Disposition of Common Units		224
	Uniformity of Units		226
	Tax-Exempt Organizations and Other Investors		227
	Administrative Matters		227
	State, Local and Other Tax Considerations		229
INVESTMENT IN ENSOURCE ENERGY INCOME FUND LP BY EMPLOYEE BENEFIT PLANS			231
VALIDITY OF THE COMMON UNITS			232
EXPERTS			232
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A — AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENSOURCE ENERGY INCOME FUND LP			A-1
GLOSSARY OF TERMS			B-1
Opinion of Andrews Kurth LLP
Consent of Hein & Associates LLP
Form of Letter of Transmittal
Form of Letter to Clients
Form of Letter to Brokers and Banking Institutions
Form of Notice of Guaranteed Delivery
Form of Form W-9 and Guidelines
Form of FIRPTA Certification

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	•	replacing the Partnership’s former general partner with the General Partner;
	•	the inclusion of an all-cash tender offer, along with the exchange offer; and
	•	the participation of new investors.

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	•	the number of depositary units of such person accepted by the Partnership for the exchange consideration, multiplied by
	•	a fraction, of which (i) the numerator is the reduced aggregate special cash distribution calculated in the manner described above and (ii) the denominator is the total number of depositary units accepted by the Partnership for the exchange consideration.

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	•	each remaining depositary unit that was not accepted by the Partnership in the Offer for the cash consideration or exchange consideration would be converted into the right to receive one common unit of the Partnership (0.4 of a common unit for the trust unit on deposit and 0.6 of a common unit for the undivided one-fiftieth of the $1,000 face amount of the zero coupon bonds on deposit); and
	•	each withdrawn trust unit would be converted into the right to receive 0.4 of a common unit of the Partnership.

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	•	any acquisitions;
	•	any transfer or abandonment of any properties or other assets or any interest in such properties or other assets;
	•	the incurrence of any indebtedness for borrowed money (not including trade payables incurred in the ordinary course of business);
	•	the mortgage, pledge, assignment in trust or other encumbrance of any property or assets, or the assignment of any monies owed or to be owed, except for customary liens granted in the ordinary course or to secure any indebtedness for borrowed money as described immediately above;
	•	any merger, exchange or consolidation, recapitalization or reorganization, dissolution, liquidation, winding up of affairs or the commencement of any bankruptcy;
	•	enter into any commodity hedging transactions pertaining to oil, gas and related hydrocarbons and minerals, whereby more than 25% of the Partnership’s and/or the General Partner’s (including its subsidiaries) expected production from the proved developed producing reserves is hedged for the succeeding 12-month period or whereby the term of such hedging transaction exceeds two years;
	•	the guarantee of the performance of any non-financing contract or other obligation of any person (other than the General Partner) other than in the ordinary course of business;
	•	the authorization, offer, issuance or sale of any securities (other than to an eligible officer, manager or other employee pursuant to the terms and conditions set forth in the limited liability company agreement) or a new class or series of any securities or the request of members for capital contributions;
	•	any transaction involving us, the General Partner or any of its subsidiaries, on the one hand, and any member of the General Partner, on the other hand (subject to the approval by 662/3 % of the membership interest of the members of the General Partner that such transaction is fair, as set forth in the limited liability company agreement);
	•	our operating budget or any changes thereto;
	•	any change in our outside auditor;
	•	the appointment of the General Partner’s independent petroleum engineer;

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	•	the compromise or settlement of any lawsuit, administrative matter or other dispute where the amount the General Partner, its subsidiaries or the Partnership may recover or be obligated to pay, as applicable, is in excess of the applicable amount set forth in the limited liability company agreement;
	•	any amendment, modification or change in any material respect in any of our material agreements;
	•	any amendment to the formation documents or other governing documents of Ensource Reserves or the Partnership;
	•	any transaction with any of our affiliates, or any officer, director or employee of the General Partner or any affiliate of any officer, director or employee of the General Partner; and
	•	any action or approval to enter into any binding agreement with respect to the foregoing.

	•	expenditures during any one-year period in excess of $15 million for one or more acquisitions;
	•	transfers, during any one-year period, of or abandonment of any properties or other assets or any interest in such properties or other assets, involving assets valued at or involving net proceeds of more than $15 million in the aggregate;
	•	incurrence of any indebtedness for borrowed money (not including trade payables incurred in the Partnership’s or in the General Partner’s (or any of its subsidiaries) ordinary course of business) on behalf of the Partnership or the General Partner (or any of its subsidiaries) of more than $5 million outstanding at any one time;
	•	mortgage, pledge, assignment in trust or otherwise encumber any property or assets of the General Partner, or assign any monies owed or to be owed to the General Partner, except for customary liens granted in the ordinary course of business to secure indebtedness for borrowed money as described immediately above;
	•	enter into any merger, exchange or consolidation; effect a recapitalization or reorganization; commence a dissolution, liquidation or winding up of affairs; or commence, consent to or permit a bankruptcy;
	•	authorize, offer, issue or sell any securities (other than to an eligible officer, manager or other employee pursuant to the terms and conditions set forth in the limited liability company agreement) or a new class or series of any securities resulting, in any one-year period, in proceeds in excess of $1.0 million, or make one or more requests of the members for capital contributions in excess of $1.0 million in any one-year period;
	•	approve, or otherwise modify any existing arrangements with respect to, compensation for members of the board of directors of the General Partner;
	•	appoint or remove any executive officer, enter into or modify or amend in any material respect any employment agreement with any officer or hire any person on other than an at “at-will” basis or terminate any person employed on other than such basis;
	•	admit any new partner, member, shareholder or other equity interest owner to any subsidiary of the General Partner;
	•	authorize material transactions not in the ordinary course of business;
	•	redeem or repurchase any securities;
	•	amend the formation documents or other governing documents of such persons;

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	•	approve of any transaction with any affiliate of such persons, or any officer, director or employee of such persons, or any affiliate of any officer, director or employee of such persons; or
	•	any action, authorization or approval, or the entry into any binding agreement, or to otherwise obligate the General Partner, any of its subsidiaries or the Partnership, with respect to the foregoing.

	•	Scott W. Smith, President and CEO of Ensource, former member of the board of directors of The Wiser Oil Company (NYSE:WZR) until its sale to Forest Oil Corporation (NYSE:FST) in June of 2004;
	•	Jacob Roorda, Vice President, Corporate of Harvest Energy Trust (NYSE:HTE), a $3.0 billion market capitalization energy trust headquartered in Calgary, Alberta;
	•	S. P. Johnson IV, President, Chief Executive Officer and a member of the board of directors of Carrizo Oil & Gas, Inc. (NASDAQ: CRZO), a $700 million capitalization independent oil and gas company headquartered in Houston, Texas; and
	•	Mark J. Warner, Director of Corporate Development for PointOne, Inc. located in Austin, Texas and a member of the board of directors of Quicksilver Resources, Inc. (NYSE:KWK), a $3.0 billion market capitalization independent oil and gas company.

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	•	Lehman designees:

	•	Mr. J. Robert Chambers: Managing Director of Lehman Brothers Inc., where he manages the Lehman Energy Fund, a pool of proprietary energy investments.
	•	Mr. Richard G. Zepernick, Jr.: President and Chief Executive Officer of Marlin Energy, L.L.C., a privately held exploration and production company headquartered in Lafayette, Louisiana.

	•	Ospraie Parties designee:

	•	Mr. John Duryea: Portfolio Manager at an affiliate of the Ospraie Parties, an investment firm with approximately $4 billion of capital under management located in New York City.

	•	expenditures during any one-year period in excess of $15 million for one or more acquisitions;
	•	transfers, during any one-year period, of or abandonment of any properties or other assets or any interest in such properties or other assets, involving assets valued at or involving net proceeds of more than $15 million in the aggregate;
	•	incurrence of any indebtedness for borrowed money (not including trade payables incurred in the Partnership’s or in the General Partner’s (or any of its subsidiaries) ordinary course of business) on behalf of the Partnership or the General Partner (or any of its subsidiaries) of more than $5 million outstanding at any one time;
	•	mortgage, pledge, assignment in trust or otherwise encumber any property or assets of the General Partner, or assign any monies owed or to be owed to the General Partner, except for customary liens granted in the ordinary course of business to secure indebtedness for borrowed money as described immediately above;
	•	enter into any merger, exchange or consolidation; effect a recapitalization or reorganization; commence a dissolution, liquidation or winding up of affairs; or commence, consent to or permit a bankruptcy;
	•	authorize, offer, issue or sell any securities (other than to an eligible officer, manager or other employee pursuant to the terms and conditions set forth in the limited liability company agreement) or a new class or series of any securities resulting, in any one-year period, in proceeds in excess of $1.0 million, or make one or more requests of the members for capital contributions in excess of $1.0 million in any one-year period;

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	•	approve, or otherwise modify any existing arrangements with respect to, compensation for members of the board of directors of the General Partner;
	•	appoint or remove any executive officer, enter into or modify or amend in any material respect any employment agreement with any officer or hire any person on other than an at “at-will” basis or terminate any person employed on other than such basis;
	•	admit any new partner, member, shareholder or other equity interest owner to any subsidiary of the General Partner;
	•	authorize material transactions not in the ordinary course of business;
	•	redeem or repurchase any securities;
	•	amend the formation documents or other governing documents of such persons;
	•	approve of any transaction with any affiliate of such persons, or any officer, director or employee of such persons, or any affiliate of any officer, director or employee of such persons; or
	•	any action, authorization or approval, or the entry into any binding agreement, or to otherwise obligate the General Partner, any of its subsidiaries or the Partnership, with respect to the foregoing.

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	•	active management of our assets, employing a business strategy intended to maximize unitholder value through increases over the long term in cash distributions to unitholders;
	•	for the Partnership, the implementation of an overall hedging policy designed to ensure minimum economic returns on both the legacy assets and on new acquisitions of net profits interests from the Operating Company in the future;
	•	as an owner of common units, receiving a distribution of available cash from operating surplus for each quarter after the consummation of the Offer; see “Our Cash Distribution Policy and Restrictions on Distributions.”
	•	during the subordination period, which is defined in the partnership agreement and in the glossary of terms attached as Annex B attached hereto, distributions on the outstanding subordinated units will be subordinate and junior to the right of holders of our common units (including former NGT unitholders who retain ownership of our common units) to receive a distribution of not less than $0.50 per quarter, or $2.00 annually, of available cash from operating surplus.
	•	the sale by the Partnership of the $1,000 face amount United States Treasury book-entry securities representing stripped-interest coupons maturing May 13, 2013, which we refer to as the zero coupon bonds, constituting a part of every 50 depositary units that we accept for exchange, which bonds do not

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		generate current cash income, and the investment by the Partnership of the net proceeds from such sale in primarily cash, cash equivalents, U.S. government securities and other high-quality debt maturing in one year or less from the date of investment that pay current income pending the application of those proceeds to purchase additional interests in oil and natural gas properties;
	•	the Partnership’s investment of the up to $40.0 million contribution (with a minimum contribution of $20.0 million if no depositary units are accepted for the cash consideration) from the General Partner (less (i) up to $20 million to be used to pay a portion of the cash consideration for depositary units accepted by us for cash consideration and (ii) the expenses of the offering, estimated to total $8.6 million)) along with the net proceeds from sale of the zero coupon bonds (estimated to total up to approximately $83.3 million as of June 1, 2006, assuming all of the depositary units are purchased for cash consideration or tendered to us for exchange and based on recent quotes for the zero coupon bonds) into the purchase of net profits interests in producing oil and natural gas properties to be acquired by the Operating Company;
	•	the competitive advantage that the Partnership believes it will have in the United States acquisition and divestiture market for oil and natural gas producing properties by being one of the few, actively-managed publicly-traded entities that is flow-through to its owners for tax purposes. Based on our structure, the Partnership can acquire net profits interests in additional properties to be acquired by the Operating Company, whereas the existing passive publicly-traded U.S. royalty trusts, such as NGT, generally cannot replace reserves and/or grow by acquiring new properties;
	•	Partnership revenues from net profits interests that we acquire in the future on properties that the Operating Company may acquire in the future, which we expect to be accretive to the current revenues received per common unit from the existing net profits interests from NGT’s existing assets, or legacy assets;
	•	the possibility that the distribution rate per common unit will be increased in the future as new properties are acquired by the Operating Company and net profits interests are purchased on those properties by the Partnership;
	•	unlike depositary units, the common units do not have to be transferred in denominations of 50 or an integral multiple thereof; and
	•	the Partnership’s expectation that its operations will not generate unrelated business taxable income, or UBTI, for federal income tax purposes, since the Partnership will neither acquire working interests in oil and natural gas properties, nor incur indebtedness. By avoiding UBTI, we believe that our equity interests will appeal to tax- exempt investors, potentially providing us a broader investor base than that of other publicly-traded partnerships, which should assist us in attracting funding for future acquisitions as we grow our business. According to the public SEC filings of NGT, NGT’s trust units do not generate UBTI, so this feature of the Partnership is similar to taxable income generated by NGT.

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	•	$22,862.50, being 2,950,001/4,000,000 X 1000 units X $31.00 per unit, plus
	•	262 common units in the Partnership, being 1000 units minus (2,950,001/4,000,000 X 1000), plus
	•	$386.45 in special cash distribution, being $5,900,000/4,000,000 or $1.475 X 262 common units.

	•	the number of depositary units of such person accepted by the Partnership for the exchange consideration, multiplied by
	•	a fraction, of which (i) the numerator is the reduced aggregate special cash distribution calculated in the manner described above and (ii) the denominator is the total number of depositary units accepted by the Partnership for the exchange consideration.

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	•	the registration statement condition — the registration statement of which this prospectus is a part shall have become effective under the Securities Act, no stop order suspending the effectiveness of the registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC, and the Partnership shall have received all necessary state securities law or “blue sky” authorizations;
	•	the minimum tender condition — there shall have been validly tendered and not properly withdrawn prior to the expiration of the Offer, that number of depositary units representing at least a majority of the total voting power of all of the outstanding trust units immediately prior to the expiration of the Offer (currently estimated to be 2,950,001 depositary units based on NGT’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006);
	•	the antitrust condition — any waiting periods under applicable antitrust laws shall have expired or terminated;
	•	the contribution condition — (1) our General Partner shall have contributed up to $40.0 million (with a minimum contribution of $20.0 million if no depositary units are accepted for the cash consideration) to us in exchange for (i) a 1% general partner interest in the Partnership, (ii) the incentive distribution rights, (iii) 567,741 subordinated units, (iv) a warrant, exercisable at any time prior to the third anniversary of the expiration date of this Offer, to purchase 1,000,000 common units at an exercise price of $38.00 per common unit, and (v) up to 645,161 common units in the Partnership; and (2) the Third Point Parties shall have contributed to us up to $71.5 million to fund a portion of the cash consideration for depositary units tendered to us for the cash consideration in exchange for common units of the Partnership at a price of $31.00 per common unit;
	•	the impairment condition — NGT shall not have entered into or effectuated any agreement or transaction with any person or entity contemplating a merger or acquisition with respect to NGT or otherwise having the effect of causing a termination or liquidation of NGT; and
	•	the listing condition — the common units of the Partnership to be issued to holders of depositary units and trust units in the Offer and second-step merger, to be issued to the Third Point Parties and the General Partner in exchange for funding the cash consideration, and to be issued to the General Partner in respect of its warrant to purchase 1,000,000 common units and conversion of its 567,741 subordinated units shall have been authorized for listing on the NYSE or NYSE Arca without any requirement for the Partnership under applicable NYSE or NYSE Arca rules to obtain common unitholder approval, subject to official notice of issuance.

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	•	to provide investors the opportunity to own an interest in a pass-through or non-taxable entity and to maintain the characterization of taxable income of the Partnership consistent with that recognized by holders of NGT trust units — that is, the Partnership does not expect to generate UBTI for current or future tax-exempt unitholders in the Partnership; and
	•	to have the widest possible investor base. As the future growth of the Partnership will be dependent in part on our ability to raise equity funding in the public and private capital markets, we believe it is important that our equity be eligible under current laws for purchase by retail, institutional and non-profit investors, including funds held in individual retirement accounts (IRA), 401K plans and other self-directed investment funds.

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	(1) Trustee expenses were $1,474,570 for the fiscal year ended December 31, 2005, which the Trustee reports included $725,798 of expenses incurred by the Trustee related to our original Offer made on November 15, 2005. We estimate that Trust expenses will be approximately $774,979 for the fiscal year ending December 31, 2006, which includes an estimate for the $108,000 annual trust administrative fee payable to the trustee during the fiscal year ended December 31, 2006. Such estimated amount of $774,979 does not include the increased costs and fees (which we estimate could total up to $500,000) that the trust could incur as a result of this Offer. For calendar years 2006 through 2012, we have assumed that total trust expenses escalate at 3.5% annually from the 2006 estimate of $756,501.
	(2) Pursuant to the conveyance agreements pertaining to the legacy assets contract between NGT and Eastern American, overhead reimbursement to Eastern American will continue to escalate 3.5% annually from the $317,324 paid in 2005 by NGT to Eastern American.
	(3) The operating cost charge paid by NGT to Eastern American for the fiscal year ended December 31, 2005 was $534,348 and we have assumed that it escalates over the period from 2006 through 2012 at 3.5% annually. As provided in the original conveyances that pertain to the legacy assets, the operating cost charge will increase based on the lesser of (A) 5% and (B) a percentage, not less than 0%, equal to the percentage increase, if any, in the average weekly earnings of Crude Petroleum and Gas Production Workers, as published by the United States Department of Labor, Bureau of Labor Statistics, based on a December-to-December comparison. The percentage increase in the operating cost charge from the fiscal year ended December 31, 2004 to the fiscal year ended December 31, 2005 was approximately 2.9%.

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	•	$91.45 million in order to fund the cash consideration payable for up to 2,950,001 depositary units tendered to, and accepted for purchase by, the Partnership at a price of $31.00 per depositary unit; and
	•	the special cash distribution totaling up to $5.9 million (reduced for depositary units accepted by the Partnership for the cash consideration) to be paid pro rata to persons whose depositary units are validly tendered, not properly withdrawn and accepted by us for exchange consideration; and
	•	payment of any fees, expenses and other related amounts incurred in connection with the transactions, including the fees and expenses of the trustee and depositary of NGT;

	•	up to $71.5 million will be contributed to the Partnership by the Third Point Parties, subject to specified conditions, to fund a portion of the cash consideration payable for depositary units accepted for cash consideration; and

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	•	up to $40.00 million (with a minimum contribution of $20.0 million if no depositary units are accepted for the cash consideration), subject to specified conditions, to be contributed to us by the General Partner at the consummation of the Offer, in exchange for (i) a 1% general partner interest in the Partnership, (ii) the incentive distribution rights, (iii) 567,741 subordinated units, (iv) up to 645,161 common units and (v) a warrant, exercisable at any time prior to the third anniversary of the expiration date of this Offer, to purchase a total of 1,000,000 common units at an exercise price of $38.00 per unit.

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	•	there must have been no developments in the business of the Partnership or NGT, which would be reasonably likely to have a material adverse effect, including, without limitation, that NGT must not have entered into any agreement or transaction with person contemplating a merger or acquisition with respect to NGT or otherwise having the effect of causing a termination or liquidation of NGT;
	•	there must be at least 2,950,001 depositary units validly tendered and not properly withdrawn in consideration for a corresponding number of common units of the Partnership and a pro rata share of the special cash distribution or cash consideration not to exceed $31.00 per depositary unit;
	•	in connection with the issuance of the common units of the Partnership and transactions contemplated thereby, the common units of the Partnership must be authorized for listing or admitted to trading on the NYSE, NYSE Arca or Nasdaq without any requirement for the Partnership to obtain common unitholder approval; and
	•	the General Partner must have contributed up to $40.0 million to the Partnership.

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	•	to extend, for any reason, the period of time during which the Offer is open;
	•	to delay acceptance for, or exchange of, any depositary units pursuant to the Offer, or to terminate the Offer and not accept or exchange any depositary units not previously accepted or exchanged, upon the failure of any of the conditions of the Offer to be satisfied prior to the expiration date; and
	•	to waive any condition or otherwise amend the Offer in any respect.

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	•	$10.0 million plus our net cash balance on the date that the Offer is consummated (excluding the excess of (i) the funds to be contributed by our General Partner upon the closing of the Offer (such contribution is to be up to $19.50 million, after deducting the $500,000 purchase price of the warrant) over the sum of (ii) the cash consideration from depositary units accepted by the Partnership funded by the issuance to the General Partner of common units for a cash consideration of $31.00 per common unit from the General Partner and (iii) $8.6 million, consisting of the sum of (1) the special cash distribution, which will total $5.9 million (reduced for depositary units accepted by the Partnership for the cash consideration) and (2) the expected expenses of the offering and second-step merger); plus
	•	cash of NGT to which we succeed upon consummation of the second-step merger; plus
	•	all of our cash after the closing of the second-step merger, excluding (1) proceeds from our sale of the zero coupon bonds constituting a part of the depositary units, (2) cash from sales of equity securities and (3) cash from sales or other dispositions of assets outside the ordinary course of business; less
	•	all of our operating expenditures incurred after the consummation of the Offer, and our capital expenditures (which we expect will consist principally of the purchase of net profits or other similar interests in oil and natural gas properties acquired by the Operating Company in the future); and less
	•	the amount of cash reserves that our General Partner deems necessary or advisable to provide funds for future operating expenditures and acquisitions.

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	The Offer may reduce the number of depositary unitholders and thereby adversely affect the liquidity and value of non-tendered depositary units.

	The second-step merger may not be approved by the trustee, which could require us to seek equity financing to fund elements of our business plan earlier than we would be required to do if the second-step merger is consummated, and may adversely affect the liquidity and value of non-tendered depositary units. In such event, we will be the majority holder of NGT’s outstanding trust units.

	If Eastern American Marketing Corporation stops purchasing the gas produced in connection with the NGT legacy assets upon the consummation of the second-step merger, it may have a material adverse affect on us.

	The Partnership’s verification of the reliability of NGT’s information included in, or omitted from, this prospectus, pursuant to the Partnership’s due diligence review of NGT has been limited by the Partnership’s inability to obtain from the trustee the accounting and other records necessary for the Partnership to fully assess the financial and operating condition of NGT.

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	Upon your receipt of common units of the Partnership as part of the exchange consideration, you will become a common unitholder in the Partnership which may change the rights and privileges you hold as a depositary unitholder of NGT.

	Financial Information of NGT is not prepared in accordance with GAAP.

	We have not presented pro forma financial statements giving effect to the Offer and second-step merger.

	Depositary unitholders were not independently represented in establishing the terms of the Offer, and consequently the terms of the Offer may have been materially different if depositary unitholders had been independently represented.

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	Depending on the number of depositary unitholders who elect to receive the cash consideration instead of the exchange consideration, the Third Point Parties may beneficially own a majority of the Partnership’s common units after the Offer, but before the second-step merger, and a substantial portion of the common units after the second-step merger.

	Depending on the number of depositary unitholders who elect to receive the cash consideration instead of the exchange consideration, the General Partner may own up to 645,161 common units of the Partnership after the Offer and the second-step merger and thus be able to vote in any matter subject to the approval of limited partners of the Partnership.

	We are a new partnership with no operating history, and we might not be able to operate our business or implement our operating policies and strategies successfully, which could negatively impact our ability to pay distributions and cause you to lose all or part of your investment.

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	Uncertainties exist in integrating the business and operations of the Partnership and NGT.

	•	possible inconsistencies in standards, controls, procedures and policies between NGT and the Partnership;
	•	the possibility of tax costs or inefficiencies associated with the integration of the operations of the combined company; and
	•	the possible need to modify operating control standards in order to comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

	Our future distributions and proved reserves will be dependent upon the success of the Operating Company’s, and thus Ensource’s, efforts to acquire, manage and develop oil and natural gas properties that conform to the acquisition profile described in this prospectus.

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	•	some of the acquired properties may not produce revenues, reserves, earnings or cash flow at anticipated levels;
	•	the Operating Company may assume liabilities that were not disclosed or that exceed its estimates;
	•	the Operating Company may be unable to integrate acquired properties successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operation, technical or financial problems;
	•	acquisitions could disrupt the Operating Company’s ongoing business, distract management, divert resources and make it difficult to maintain our current business standards, controls and procedures; and
	•	the Operating Company may incur additional debt related to future acquisitions.

	We have not identified any specific property meeting our investment objectives in which to invest available cash after the second-step merger.

	We will initially invest our funds in interest bearing accounts and securities which may produce annual interest payments to us that are less than the expenses we pay indirectly to Ensource, thus the initial return on your investment may be lower than when our portfolio is fully invested in properties that meet our investment objectives.

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	Upon making acquisitions, we will reduce the cash funds we otherwise have available, thus making us more dependent on income from oil and natural gas properties.

	We may not have sufficient cash to enable us to pay the minimum quarterly distribution.

	•	the costs to acquire net profits interests from the Operating Company;
	•	differences between our projections of production, realized prices and costs attributable to our net profits interests and the actual realized results from such net profits interests;
	•	our intention not to incur indebtedness by the Partnership, the funds from which could otherwise be used to pay cash distributions;
	•	proceeds from or payments in respect of the Partnership’s hedging activities;
	•	capital expenditures; and
	•	adjustments in cash reserves made by our General Partner in its discretion.

	•	the actual volume of hydrocarbons produced from the burdened properties, the prices realized for that production and the costs incurred in connection therewith;
	•	the level of its indebtedness, the payments of principal and interest required thereunder and the restrictions contained in the debt instruments of the Operating Company relating to such indebtedness; and
	•	the level of its maintenance and drilling expenses.

	•	the level of capital expenditures it makes to acquire, maintain or enhance its producing properties;
	•	the cost of its acquisitions, if any;
	•	its debt service requirements, if any;
	•	fluctuations in its working capital needs;
	•	timing and collectibility of receivables;
	•	restrictions on distributions contained in its credit facility, if any;
	•	its ability to make working capital borrowings under its credit facility, if any, to pay distributions;

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	•	prevailing economic conditions; and
	•	the amount of cash reserves established by its managers for the proper conduct of its business.

	•	restrictions on net profits distributions by the Operating Company contained in its future debt agreements;
	•	our general and administrative expenses, including expenses we will incur as the result of being a public company;
	•	reserves our General Partner believes prudent for us to maintain for the proper conduct of our business or to provide for future distributions;
	•	our General Partner’s board of directors has broad discretion to establish reserves for the prudent conduct of our business and the establishment of those reserves could result in a reduction of our stated distribution policy;
	•	while our partnership agreement requires us to distribute our available cash, our partnership agreement, including our cash distribution policy contained therein, may be amended by a vote of at least a majority of our outstanding common units;
	•	even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is at the discretion of our General Partner, taking into consideration the terms of our partnership agreement;
	•	under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets; and
	•	we may lack sufficient cash to pay distributions to our unitholders due to increases in general and administrative expenses, working capital requirements and anticipated cash needs.

	High oil and natural gas prices may increase the availability of alternative sources of capital and reduce the availability of suitable properties that constitute the Operating Company’s targeted investments.

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	The Operating Company may not be able to compete for acquisition opportunities with competitors who may have greater resources or have a lower cost of capital, thus allowing them to pay more for assets. This disparity may cause the operating company to lose investment opportunities and thus not be able to implement its business plan.

	A substantial or extended decline in oil and natural gas prices may adversely affect our business, financial condition or results of operation and our ability to meet our capital expenditure obligations and financial commitments.

	•	changes in global supply and demand for oil and natural gas;
	•	the actions of the Organization of Petroleum Exporting Countries, or OPEC;
	•	the price and quantity of imports of foreign oil and natural gas;
	•	political conditions, including embargoes, in or affecting other oil-producing activity;
	•	the level of global oil and natural gas exploration and production activity;
	•	the level of global oil and natural gas inventories;
	•	weather conditions;
	•	technological advances affecting energy consumption; and
	•	the price and availability of alternative fuels.

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	Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect the Operating Company’s, and thus, our business, financial condition or results of operations.

	•	delays imposed by or resulting from compliance with regulatory requirements;
	•	pressure or irregularities in geological formations;
	•	shortages of or delays in obtaining equipment and qualified personnel;
	•	equipment failures or accidents;
	•	adverse weather conditions, such as hurricanes and tropical storms;
	•	reductions in oil and natural gas prices;
	•	title problems; and
	•	limitations in the market for oil and natural gas.

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	Substantial acquisitions or other transactions could require significant external capital and could change the Operating Company’s, and thus our, risk and property profile.

	Properties that the Operating Company buys may not produce as projected, and it may be unable to identify liabilities associated with the properties or obtain protection from sellers against them.

	The Operating Company may transfer or abandon properties that are subject to the net profits interests.

	If oil and natural gas prices decrease, we may be required to take write-downs of the carrying values of our oil and natural gas properties.

	Reserve estimates depend on many assumptions that may be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of the Operating Company’s reserves.

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	Reserve estimates of NGT include reserves attributable to the legacy royalty net profits interest that will be produced after NGT is liquidated and it sells such royalty net profits interest.

	The Operating Company may incur substantial losses and be subject to substantial liability claims as a result of the Operating Company’s oil and natural gas operations. These losses and liability claims could materially and adversely affect the cash we receive.

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	•	environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;
	•	abnormally pressured formations;
	•	mechanical difficulties, such as stuck oil field drilling and service tools and casing collapse;
	•	fires and explosions;
	•	personal injuries and death; and
	•	natural disasters.

	Our net profits interests may initially burden a limited number of producing assets, which would magnify the effect if one of those assets were to suffer a significant loss. This could negatively impact our net profits interest in such assets, our ability to pay you distributions and cause you to lose all or part of your investment.

	A majority of the oil and natural properties subject to the net profits interests may be geographically concentrated, which could cause net proceeds payable under the net profits interests to be impacted by regional events.

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	Under the terms of the net profits interests, much of the economic risk of the underlying oil and natural gas properties is passed along to us.

	Market conditions or operational impediments may hinder the Operating Company’s access to oil and natural gas markets or delay the Operating Company’s production.

	The Operating Company is subject to complex laws that can affect the cost, manner or feasibility of doing business.

	•	discharge permits for drilling operations;
	•	drilling bonds;
	•	reports concerning operations;
	•	the spacing of wells;
	•	unitization and pooling of properties; and
	•	taxation.

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	Because the Operating Company handles oil and natural gas and other petroleum products in its businesses, it may incur significant costs and liabilities in the future resulting from a failure to comply with new or existing environmental regulations or an accidental release of hazardous substances into the environment.

	•	the federal Clean Air Act and comparable state laws and regulations that impose obligations related to air emissions;
	•	the federal Resource Conservation and Recovery Act, or RCRA, and comparable state laws that impose requirements for the discharge of waste from the Operating Company’s facilities; and
	•	the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, also known as “Superfund,” and comparable state laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by the Operating Company or locations to which it has sent waste for disposal.

	If the Operating Company acquires properties with significant development, exploitation, enhanced recovery or other capital costs, operations by the Operating Company could require substantial capital expenditures, which will reduce cash payable to us on the net profits interest royalties that we acquire in the future from the Operating Company in respect of such properties.

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	•	its proved reserves;
	•	the level of oil and natural gas it is able to produce from existing wells;
	•	the prices at which its oil and natural gas are sold; and
	•	its ability to acquire, locate and produce new reserves.

	The Operating Company may be unable to obtain needed capital or financing on satisfactory terms, which could lead to a decline in its oil and natural gas reserves.

	The unavailability or high cost of additional drilling rigs, equipment, supplies, personnel and oil field services could adversely affect the Operating Company’s ability to execute on a timely basis its exploitation and development plans within its budget.

	The Operating Company’s use of oil and natural gas price hedging contracts involves credit risk and may limit future revenues from price increases and result in significant fluctuations in its net income.

	The Partnership’s use of oil and natural gas price hedging contracts involves credit risk and may limit future revenues from price increases and result in significant fluctuations in its net income.

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	Our future distributions may be reduced as a result of our governance structure.

	•	our General Partner’s board of directors has broad discretion to establish reserves for the prudent conduct of our business and the establishment of those reserves could result in a reduction of our stated distribution policy;
	•	while our partnership agreement requires us to distribute our available cash, our partnership agreement, including our cash distribution policy contained therein, may be amended by a vote of at least a majority of our outstanding common units;
	•	even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is at the discretion of our General Partner, taking into consideration the terms of our partnership agreement;
	•	under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets; and
	•	we may lack sufficient cash to pay distributions to our unitholders due to increases in general and administrative expenses, working capital requirements and anticipated cash needs.

	If the General Partner loses key senior management or is unable to attract and retain the talent required for our business or the business of the Operating Company, our operating results could suffer.

	The General Partner and the Operating Company do not currently have any employees nor have they contracted for any oil and natural gas professionals. If they are unable to hire adequately employees or contract for such oil and natural gas professionals, they may not be able execute the Operating Company’s business plan.

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	The Partnership’s anti-takeover provisions may delay or prevent a change of control of the Partnership, which could adversely affect the price of our common units.

	A regular trading market for our common units might not develop, which would harm the liquidity and value of our common units.

	•	the liquidity of any trading market for our common units;
	•	the ability of our unitholders to sell their common units; or
	•	the prices that our unitholders may obtain for their common units.

	The market price and trading volume of our common units may be volatile following this Offer, and you may be unable to resell your shares at or above the unit price prior to the Offer.

	•	actual or anticipated variations in our quarterly operating results or distributions;
	•	changes in market valuations of similar companies;
	•	adverse market reaction to any increased indebtedness that the Operating Company incurs in the future;

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	•	loss of partnership status;
	•	changes in revenue or earning estimates or publication of research reports by analysts;
	•	speculation in the press or investment community; and
	•	general market and economic conditions, including fluctuations in commodity prices or interest rates.

	We may allocate our capital after the transaction to acquisitions with which you may not agree.

	Terrorist attacks and other acts of violence or war may affect any market for our common units, impact the businesses in which the Operating Company invests and harm its operations and profitability.

	The common units are not equivalent to shares of common stock. Even if common unitholders are dissatisfied, they cannot easily remove our General Partner.

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	We may issue additional common units without your approval, which would dilute your existing ownership interests.

	•	your proportionate ownership interest in us will decrease;
	•	the amount of cash available for distribution on each unit may decrease;
	•	because a lower percentage of total outstanding common units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by the common unitholders will increase;
	•	the relative voting strength of each previously outstanding common unit may be diminished; and
	•	the market price of the common units may decline.

	Cost reimbursements due our General Partner may be substantial and will reduce the cash available to you.

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	Your liability may not be limited if a court finds that common unitholder action constitutes control of our business.

	•	a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or
	•	your right to act with other common unitholders to remove or replace the General Partner, to approve some amendment to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.

	Economic downturns could impair the Operating Company’s access to capital, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment.

	The board of directors of the General Partner may change most of our operating policies and strategies without prior notice or common unitholder approval, the effects of which could adversely affect our results of operations, financial condition or the amount of cash available for distribution to unitholders.

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	•	expenditures during any one-year period in excess of $15 million for one or more acquisitions;
	•	transfers, during any one-year period, of or abandonment of any properties or other assets or any interest in such properties or other assets, involving assets valued at or involving net proceeds of more than $15 million in the aggregate;
	•	incurrence of any indebtedness for borrowed money (not including trade payables incurred in the Partnership’s or in the General Partner’s (or any of its subsidiaries) ordinary course of business) on behalf of the Partnership or the General Partner (or any of its subsidiaries) of more than $5 million outstanding at any one time;
	•	mortgage, pledge, assignment in trust or otherwise encumber any property or assets of the General Partner, or assign any monies owed or to be owed to the General Partner, except for customary liens granted in the ordinary course of business to secure indebtedness for borrowed money as described immediately above;
	•	enter into any merger, exchange or consolidation; effect a recapitalization or reorganization; commence a dissolution, liquidation or winding up of affairs; or commence, consent to or permit a bankruptcy;
	•	authorize, offer, issue or sell any securities (other than to an eligible officer, manager or other employee pursuant to the terms and conditions set forth in the limited liability company agreement) or a new class or series of any securities resulting, in any one-year period, in proceeds in excess of $1.0 million, or make one or more requests of the members for capital contributions in excess of $1.0 million in any one-year period;
	•	approve, or otherwise modify any existing arrangements with respect to, compensation for members of the board of directors of the General Partner;
	•	appoint or remove any executive officer, enter into or modify or amend in any material respect any employment agreement with any officer or hire any person on other than an at “at-will” basis or terminate any person employed on other than such basis;
	•	admit any new partner, member, shareholder or other equity interest owner to any subsidiary of the General Partner;
	•	authorize material transactions not in the ordinary course of business;
	•	redeem or repurchase any securities;
	•	amend the formation documents or other governing documents of such persons;
	•	approve of any transaction with any affiliate of such persons, or any officer, director or employee of such persons, or any affiliate of any officer, director or employee of such persons; or
	•	any action, authorization or approval, or the entry into any binding agreement, or to otherwise obligate the General Partner, any of its subsidiaries or the Partnership, with respect to the foregoing.

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	If we issue senior securities, such as preferred units, we will be exposed to additional risks, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment.

	•	We will be exposed to increased risk of loss if we issue senior securities to raise cash to make investments. If we do issue senior securities, a decrease in the value of our investments would have a greater negative impact on our net asset value and the value of our common units than if we did not issue senior securities.
	•	The costs of senior securities may exceed the income from the net profits interests in oil and natural gas properties we purchase with the senior securities. We will suffer a decline in net asset value if the investment performance of the net profits interests purchased with the proceeds of the senior securities fails to cover our costs (including any distributions paid on senior securities).
	•	It is likely that any senior securities we may issue will be governed by an instrument containing covenants restricting our operating flexibility.
	•	We, and indirectly our common unitholders, will bear the cost of issuing and servicing senior securities, resulting in increased expenses that could decrease our distributions and investment return.

	Increases in market interest rates may both reduce the value of our portfolio assets and increase our cost of capital.

	The IRS could treat us as a corporation for federal income tax purposes, which could substantially reduce the cash available for distribution to you.

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	If you are a depositary unitholder you may recognize gain from our sale of zero coupon bonds even if you do not receive cash distributions from us as a result of the sale.

	A successful IRS contest of the federal income tax positions we take may adversely affect the market for our common units, and the cost of any IRS contest will be borne by our common unitholders and our General Partner.

	You may be required to pay taxes on your share of our income even if you do not receive any cash distributions from us.

	Tax gain or loss on disposition of common units could be different than expected.

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	Tax-exempt entities, regulated investment companies and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

	You will likely be subject to state and local taxes in states where you do not live as a result of an investment in units.

	Our General Partner and its management team have no experience managing a publicly traded partnership, and we cannot assure you that their past experience will be sufficient to manage the Partnership.

	If our General Partner fails to develop or maintain an effective system of internal controls for us, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential common unitholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common units.

	Our General Partner will have conflicts of interest.

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	Our obligation to reimburse our General Partner for certain expenses could result in a conflict of interest, which could negatively impact our investment returns and the value of your investment.

	We will pay our General Partner incentive distributions based on the level of cash we distribute to our unitholders. This arrangement may lead to riskier or more speculative investments for the Operating Company in an effort to maximize the General Partner’s incentive compensation.

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	Ensource’s liability will be limited under the partnership agreement, and we will agree to indemnify Ensource against certain liabilities, which may lead Ensource to act in a riskier manner on our behalf than it would when acting for its own account.

	The Operating Company will pay Ensource an Employee Bonus Pool Fee based on base net profits interests proceeds. This arrangement may lead the management of Ensource to recommend riskier or more speculative investments for the Operating Company in an effort to maximize its incentive compensation.

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		December 31,				December 31,				December 31,				December 31,				December 31,
		2005				2004				2003				2002				2001
Royalty Income		$	18,179,459			$	14,449,208			$	13,177,510			$	9,024,646			$	13,260,202
Distributable Income		$	14,597,387			$	12,019,847			$	10,947,816			$	7,808,725			$	11,268,383
Distribution Amount		$	13,712,387			$	11,919,847			$	10,732,816			$	7,808,725			$	11,268,383
Distributable Income per unit		$	2.47			$	2.04			$	1.86			$	1.32			$	1.91
Distribution Amount per unit		$	2.32			$	2.02			$	1.82			$	1.32			$	1.91
Total assets at year end		$	32,954,834			$	35,000,087			$	37,436,640			$	41,006,654			$	45,129,170

		Three Months Ended
		March 31,
		2006				2005
Royalty Income		$	5,363,086			$	3,648,398
Distributable Income		$	4,384,616			$	2,958,167
Distribution Amount		$	4,384,616			$	2,958,167
Distributable Income per unit		$	0.74			$	0.50
Distribution Amount per unit		$	0.74			$	0.50
Total assets at quarter end		$	32,484,004			$	32,954,834

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	Background and Reasons

	•	for the Partnership, grow production and distributions through the acquisition on acceptable terms of net profits interests that burden medium to long reserve life oil and natural gas assets;
	•	for the Partnership, manage commodity price risk exposure through the use of financial instruments to ensure stability of distributions from the legacy assets and the returns associated with the acquisition of net profits interests from the Operating Company;
	•	for the Operating Company, build a portfolio of both operated and non-operated interests and, when non-operated interests are acquired, ensuring that the operator has a proven track record of efficient and effective operations;
	•	for the Operating Company, maintain a strong balance sheet with moderate amounts of leverage;
	•	for the Operating Company, focus on operational and technical proficiency, maintaining low operating costs and maximizing lease level cash flows;
	•	for the Operating Company, develop production on acquired properties through development drilling, workovers and other property enhancement processes;
	•	for the Operating Company, farm out any exploration or high risk ventures existing within the asset base to quality exploration companies, allowing the Partnership to continue its participation in the project with no capital outlay; and
	•	for the Operating Company, manage commodity price risk exposure through forward sales contracts in a way intended to permit the Operating Company to ensure acquisition economics and reduce the cost of capital for future acquisitions.

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	Investigation of Alternatives and the Trustee’s Recommendation

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	•	the number of depositary units of such person accepted by the Partnership for the exchange consideration, multiplied by
	•	a fraction, of which (i) the numerator is the reduced aggregate special cash distribution calculated in the manner described above and (ii) the denominator is the total number of depositary units accepted by the Partnership for the exchange consideration.

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	•	to extend, for any reason, the period of time during which the Offer is open;
	•	to delay acceptance for exchange of, or exchange of, any depositary units pursuant to the Offer, or to terminate the Offer and not accept or exchange any depositary units not previously accepted or exchanged, upon the failure of any of the conditions of the Offer to be satisfied prior to the expiration date; and
	•	to waive any condition or otherwise amend the Offer in any respect.

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	•	the number of depositary units of such person accepted by the Partnership for the exchange consideration, multiplied by
	•	a fraction, of which (i) the numerator is the reduced aggregate special cash distribution calculated in the manner described above and (ii) the denominator is the total number of depositary units accepted by the Partnership for the exchange consideration.

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	•	you or a broker, dealer or other person holding of record depositary units on your behalf and at your direction, make such tender by or through an eligible institution;
	•	a properly completed and duly executed notice of guaranteed delivery, substantially in the form set forth in the letter of transmittal is received by the exchange agent as provided below on or prior to the expiration date; and
	•	the certificates for all tendered depositary units, in proper form for transfer, together with a properly completed and duly executed letter of transmittal with any required signature guarantees and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of such notice of guaranteed delivery.

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	(i) if at the expiration date, any of the following conditions has not been satisfied or, in the case of the minimum tender condition and the listing condition, waived:

	•	registration statement condition — the registration statement of which this prospectus is a part shall have become effective under the Securities Act, no stop order suspending the effectiveness of the registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC, and the Partnership shall have received all necessary state securities law or “blue sky” authorizations;
	•	minimum tender condition — there shall have been validly tendered and not properly withdrawn prior to the expiration of the Offer, that number of depositary units representing at least a majority of the total voting power of all of the outstanding trust units immediately prior to the expiration of the Offer (currently estimated to be 2,950,001 depositary units based on NGT’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006);
	•	antitrust condition — any waiting periods under applicable antitrust laws shall have expired or terminated;
	•	contribution condition — (1) our General Partner shall have contributed up to $40.0 million to us in exchange for (i) a 1% general partner interest in the Partnership, (ii) the incentive distribution rights, (iii) 567,741 subordinated units, (iv) a warrant, exercisable at any time prior to the third

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		anniversary of the expiration date of this Offer, to purchase 1,000,000 common units at an exercise price of $38.00 per common unit, and (v) up to 645,161 common units in the Partnership; and (2) the Third Point Parties shall have contributed to us up to $71.5 million to fund a portion of the cash consideration for depositary units tendered to us for the cash consideration in exchange for common units of the Partnership at a price of $31.00 per common unit;
	•	impairment condition — NGT shall not have entered into or effectuated any agreement or transaction with any person or entity contemplating a merger or acquisition with respect to NGT or otherwise having the effect of causing a termination or liquidation of NGT; and
	•	listing condition — the common units of the Partnership to be issued to holders of depositary units and trust units in the Offer and second-step merger, to be issued to the Third Point Parties and the General Partner in exchange for funding the cash consideration, and to be issued to the General Partner in respect of its warrant to purchase 1,000,000 common units and conversion of its 567,741 subordinated units shall have been authorized for listing on the NYSE or NYSE Arca without any requirement for the Partnership under applicable NYSE or NYSE Arca rules to obtain common unitholder approval, subject to official notice of issuance;
	•	regulatory approval condition — any required governmental regulatory approvals shall have not been secured; or

	(ii) if at the expiration date, any of the following conditions are not satisfied or, in the case of clause (c), waived:

	(a) There shall not have been any law which, directly or indirectly:

	(i) prohibits, or imposes any limitations on, our ownership or operation (or that of any of its respective subsidiaries or affiliates) of any portion of our businesses or assets or any material portion of NGT’s businesses or assets, or compels us (or our respective subsidiaries or affiliates) to dispose of or hold separate any portion of our assets or any material portion of NGT’s business or assets;
	(ii) prohibits, restrains or makes or seeks to make illegal the acceptance for exchange, payment for or purchase of depositary units pursuant to the Offer or the consummation of the second-step merger or that would impose material damages in connection therewith;
	(iii) imposes material limitations on our ability (or any of our affiliates) effectively to acquire or to hold or to exercise full rights of ownership of the depositary units exchanged pursuant to the Offer, including, without limitation, the right to vote the depositary units on all matters properly presented to NGT’s trust unitholders;
	(iv) imposes limitations on our ability (or any of our affiliates) effectively to control in any material respect any material portion of the business, assets, liabilities, capitalization, depositary unitholders’ equity, condition (financial or otherwise), licenses or franchises or results of operations of NGT;
	(v) seeks to require divestiture by us or any of our affiliates of any depositary units; or

	(b) There shall not be threatened or pending any action or proceeding by any governmental authority before any court or governmental authority that has a reasonable probability of success seeking any of the results described in clauses (i) through (v) of paragraph (a) above;
	(c) There shall not be threatened or pending any action or proceeding by any other person or entity other than a governmental authority before any court or governmental authority that has a reasonable

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	probability of success seeking any of the results described in clauses (i) through (v) of paragraph (a) above; and
	(d) We shall not have reached an agreement or understanding with NGT providing for termination of the Offer or postponing the exchange for the depositary units thereunder.

	•	The General Partner would own approximately 645,161 common units or approximately 10.9% of the outstanding common, as well as 567,741 subordinated units and the 1% General Partner interest;
	•	The Third Point Parties would own approximately 2,304,839 common units or approximately 39.1% of the outstanding common units; and
	•	The former NGT unitholders would own approximately 2,950,000 common units or approximately 50% of the outstanding common units.

	Purpose and Structure of the Offer

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	No Dissenters’ Rights

	Effect of the Offer on the Market for the Depositary Units

	NYSE Listing

	Registration Under Exchange Act

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	Margin Regulations

	(a) splits, combines or otherwise changes its shares of depositary units or its capitalization,
	(b) acquires its depositary units or otherwise causes a reduction in the number of outstanding depositary units,
	(c) issues or sells any additional depositary units, or
	(d) discloses that it has taken such action,

	General

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	State Takeover Statutes

	“Going Private” Transactions

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	•	$91.45 million in order to fund the cash consideration payable for up to 2,950,001 depositary units tendered to, and accepted for purchase by, the Partnership at a price of $31.00 per depositary unit; and
	•	the special cash distribution totaling up to $5.9 million (reduced for depositary units accepted by the Partnership for the cash consideration) to be paid pro rata to persons whose depositary units are validly tendered, not properly withdrawn and accepted by us for exchange consideration; and
	•	payment of any fees, expenses and other related amounts incurred in connection with the transactions, including the fees and expenses of the trustee and depositary of NGT;

	•	up to $71.5 million will be contributed to the Partnership by the Third Point Parties, subject to specified conditions, to fund a portion of the cash consideration payable for depositary units accepted for cash consideration; and
	•	up to $40.0 million to be contributed to us by the General Partner, subject to specified conditions, at the consummation of the Offer, in exchange for (i) a 1% general partner interest in the Partnership, (ii) the incentive distribution rights, (iii) 567,741 subordinated units, (iv) up to 645,161 common units and (v) a warrant, exercisable at any time prior to the third anniversary of the expiration date of this Offer, to purchase a total of 1,000,000 common units at an exercise price of $38.00 per unit.

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	•	there must have been no developments in the business of the Partnership or NGT, which would be reasonably likely to have a material adverse effect, including, without limitation, that NGT must not have entered into any agreement or transaction with person contemplating a merger or acquisition with respect to NGT or otherwise having the effect of causing a termination or liquidation of NGT;
	•	there must be at least 2,950,001 depositary units validly tendered and not properly withdrawn in consideration for a corresponding number of common units of the Partnership and a pro rata share of the special cash distribution or cash consideration not to exceed $31.00 per depositary unit;
	•	in connection with the issuance of the common units of the Partnership and transactions contemplated thereby, the common units of the Partnership must be authorized for listing or admitted to trading on the NYSE, NYSE Arca or Nasdaq without any requirement for the Partnership to obtain common unitholder approval; and
	•	the General Partner must have contributed up to $40.0 million to the Partnership.

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	•	$0.5 million to purchase warrants from the Partnership;
	•	$19.5 million to purchase (i) subordinated units of the Partnership at a price not to exceed $31.00 per subordinated unit, (ii) the 1% general partner interest in the Partnership and (iii) the incentive distribution rights of the Partnership; and
	•	subject to specified conditions, an aggregate amount (not to exceed $20.0 million) to purchase up to 645,161 common units of the Partnership at a price not to exceed $31.00 per common unit to fund in part the cash consideration of the Offer (to the extent not required by the Partnership to fund such cash consideration, the amount contributed by the General Partner will be reduced).

	•	the Third Point Parties must have purchased the number of common units in the Partnership as contemplated by the common unit purchase agreement;
	•	there must be at least 2,950,001 depositary units validly tendered and not properly withdrawn in consideration for a corresponding number of common units of the Partnership and/or cash consideration not to exceed $31.00 depositary unit;
	•	there must not have been a material adverse change in any of (i) the business, operations, assets, liabilities, properties, financial condition or results of operations of the General Partner, Partnership or NGT or (ii) the legality, validity or enforceability of the subscription agreement or any of the other transaction documents or the rights or remedies of the investors under such agreements;
	•	the General Partner must have obtained director and officer liability insurance with a financially sound and reputable insurance company with such coverage and in such amounts satisfactory to the investors in their sole discretion; and
	•	the General Partner shall be the sole general partner of the Partnership.

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		Estimated Amount
SEC Registration Fee		$	34,000
NYSE Group Listing Fee		$	25,000
NYSE Group Annual Fee		$	15,000
Director and Officer Policy Premiums		$	153,000
Legal Fees		$	1,422,000
Accounting Fees		$	70,000
Printing and Filing Costs		$	422,000
Solicitation Expenses		$	470,000
Transfer Agent Fees		$	20,000
Special Cash Distribution		$	5,900,000
Miscellaneous Other		$	69,000
Total		$	8,600,000

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	Amendment of Trust Agreement Upon Consummation of the Subsidiary Merger

	Termination of Depository Arrangement upon Consummation of the Second-Step Merger

	Delisting and Termination of Registration upon Consummation of the Second-Step Merger

	No Termination of Gas Purchase Contract

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	•	our General Partner’s board of directors has broad discretion to establish reserves for the prudent conduct of our business and the establishment of those reserves could result in a reduction of our stated distribution policy;
	•	while our partnership agreement requires us to distribute our available cash, our partnership agreement, including our cash distribution policy contained therein, may be amended by a vote of at least a majority of our outstanding common units;
	•	even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is at the discretion of our General Partner, taking into consideration the terms of our partnership agreement;
	•	under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets; and
	•	we may lack sufficient cash to pay distributions to our unitholders due to increases in general and administrative expenses, working capital requirements and anticipated cash needs.

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						Distributions
		Number of
		Outstanding and								Aggregate
		Subordinated				Assumed Annual Rate				Amount of
		Common Units				Per Unit				Available Cash
		(In thousands, except per unit information)
Estimated distributions on common units(a)			5,900.1			$	2.00			$	11,800.2
Estimated amount for subordinated units(b)			563.7			$	2.00			$	1,127.4
Estimated distributions on 1% general partner interest			—				N/A			$	129.2
Total for common and subordinated units and general partner interests			6,463.8				—			$	13,056.9

(a)		Assumes 5,880,100 common units are exchanged for the 5,880,100 currently outstanding depositary units in this Offer or the second-step merger, that the 19,900 withdrawn units that are currently outstanding are exchanged in the second-step merger at a rate 0.4-to-1.0 for a total of 7,960 common units, and that a total of 12,000 common units are issued to our independent directors upon consummation of the Offer.
(b)		Includes 563,741 subordinated units to be issued to the General Partner, which number is subject to adjustment as described elsewhere in this prospectus.

	•	“Unaudited Estimated Available Cash,” in which we present the amount of available cash we would have had in fiscal 2005 and twelve months ended March 31, 2006, giving an estimated effect to the Offer and completion of the second step merger; and
	•	“Estimated Cash Available to Pay Distributions Based Upon Estimated Available Cash for the Twelve Months Ending June 30, 2007,” in which we present the operating assumptions for the twelve months ending June 30, 2007 which we believe will enable us to fully fund distributions at our expected initial distribution rate.

	•	with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information;
	•	in accordance with accounting principles generally accepted in the United States of America; or
	•	in accordance with procedures applied under the auditing standards of the Public Company Accounting Oversight Board (United States).

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				For the Year Ended December 31, 2005												For the Twelve Months Ended March 31, 2006
												Partnership												Partnership
				NGT								Estimated				NGT								Estimated
				Historical				Adjustments				Combined				Historical				Adjustments				Combined
				(In thousands)												(In thousands)
Revenues:
Net proceeds from the legacy net profits interests				$	18,719.5			$	—			$	18,719.5			$	20,434.2							$	20,434.2
Less Operating expenses:
	Operating cost charges			$	534.3			$	—			$	534.3			$	541.0			$	—			$	541.0
	General and administrative expenses				1,791.9				300.4			$	2,092.3				1,935.6				159.5			$	2,095.1
	Production and property taxes				1,256.3				—				1,256.3				1,393.6				—				1,393.6
		Total expenses		$	3,582.5			$	300.4			$	3,882.9			$	3,870.2			$	159.5			$	4,029.7
Consolidated Adjusted EBITDA				$	15.137.0			$	(300.4	)		$	(14,836.6	)		$	16,564.0			$	(159.5	)		$	16,404.5
Cash interest income				$	0.5			$	2,568.1			$	2,568.6			$	—			$	3,128.4				3,128.4
Estimated available cash at Partnership				$	15,137.5			$	2,267.7			$	17,405.2			$	16,564.0			$	2,968.9			$	19,532.9
Aggregate available cash required for $0.50 per quarter distribution												$	13,056.9											$	13,056.9
Excess (Shortfall) amount of cash available for distribution												$	4,348.3											$	6,476.0
Expected Cash Distributions per Unit
(Annualized Distribution Rate per Unit ($0.50 per quarter))												$	2.00											$	2.00
Excess (Shortfall) Amount Available per Unit												$	0.67											$	1.00
Total Annualized Distribution Paid to Common and Subordinated Unitholders												$	2.67											$	3.00

	•	$600,000 in salaries and expenses payable to employees of the General Partner;
	•	$317,300 in administrative costs payable to Eastern American Energy Corporation;

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	•	$175,000 payable to our independent auditor in connection with the audit of our annual financial statements and the review of our interim financial statements;
	•	$500,000 in costs incurred as a public entity, for registrar and transfer agent fees and for preparation of tax return and Schedule K-1 preparation and distribution to our investors and directors and officers and other insurance;
	•	a total of $225,000 payable in director fees to our independent directors, assuming all independent directors join upon consummation of the Offer;
	•	a total of $100,000 in office expenses;
	•	$50,000 annual fee payable to the Third Point Parties; and
	•	$125,000 in other miscellaneous costs.

	•	During the twelve months ended March 31, 2006, NGT reportedly incurred a total of approximately $1.9 million in general and administrative expenses, which amounts included, among other things, the fees and expenses payable to the trustee and its financial advisor for this Offer, costs associated with this Offer, costs associated with the implementation of the Sarbanes-Oxley Act of 2002, fees payable to the independent auditors of NGT and other costs of being a public reporting company. We estimate that our general and administrative costs would have totaled approximately $2.1 million during the twelve months ended March 31, 2006, and would have consisted of the same amounts estimated in the bullet points above except that the estimated administrative costs payable to Eastern American Energy Corporation would have increased to $320,100.

	Estimated Available Cash for the Twelve Months Ending June 30, 2007

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			Twelve Months Ending
			June 30, 2007
			(Dollars in thousands,
			except per unit data)
Estimated Available Cash for the Twelve Months Ending June 30, 2007(a)			$	13,057
Expected Cash Distributions by the Partnership
	Expected distribution per common unit per year		$	2.00
	Total available cash required to distribute $2.00 per year to our common and subordinated unitholders and 1% General Partner interest in respect of the twelve months ending June 30, 2007(b)		$	13,057

(a)		Our Estimated Available Cash for the Twelve Months Ending June 30, 2007 is the minimum amount of available cash of the Partnership that would be necessary to pay distributions at the initial minimum quarterly distribution rate of $0.50 per common unit and subordinated unit for such twelve month period. Our Estimated Available Cash for the Twelve Months Ending June 30, 2007 is equal to the sum of our Estimated Consolidated Adjusted EBITDA for 2006 plus Estimated Cash Interest Income earned on our estimated cash balance, less the excess of such sum over the minimum amount of available cash required

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	to pay cash distributions at the expected rate. Set forth below is our computation of the Estimated Available Cash for the Twelve Months Ending June 30, 2007:

			(In thousands)
Estimated Consolidated Adjusted EBITDA for the twelve months ending June 30, 2007(i)(iii)(iv)			$	12,915
Plus Estimated Cash Interest Income(ii)				4,640
Less Excess Amount of Available Cash(v)			$	4,599
	Estimated Available Cash for Twelve Months Ended June 30, 2007		$	13,057

	(i)	We believe that our Estimated Consolidated Adjusted EBITDA for the Twelve Months Ending June 30, 2007 will be approximately $12.9 million, net of our estimated operating and administrative expenses of $2.939 million. Please see “Assumptions and Considerations” below for more detailed information regarding these assumptions.
	(ii)	Gives effect to approximately $4.7 million of estimated interest income that would be earned from investing our cash balance at 5.05%. Please see “— Assumptions and Considerations” below for more detailed information regarding these assumptions. A 25 basis point increase (decrease) in the assumed interest rate on our cash balance would increase (decrease) our estimated cash interest income by $235,000 for the Twelve Months Ending June 30, 2007.
	(iii)	Based upon our assumption that during the Twelve Months Ending June 30, 2007 our assets will be comprised of the legacy net profits interests we acquire from NGT and cash that we will invest in government securities pending application, we do not expect to incur any maintenance capital expenditures during the Twelve Months Ending June 30, 2007. For purposes of this analysis, we have assumed that we will not purchase any net profits interests from the Operating Company during such twelve month period. Based upon the historical production received by NGT from inception through March 31, 2006, the reserve report included in NGT’s Annual Report on Form 10-K for the year ended December 31, 2005, we have assumed that:

	•	total production during the Twelve Months Ending June 30, 2007 attributable to the legacy net profits interests is 1,814 MMcf to our net profits interest; and
	•	based on actual settlement prices and the future closing prices of the NYMEX natural gas contracts on the closing as of June 1, 2006, the average Henry Hub price per MMBtu, using the Henry Hub Average Spot Price as defined under the gas purchase contract, throughout the twelve months ending June 30, 2007 is $8.30 per MMBtu, resulting in a price per Mcfe under the gas purchase contract, that is then adjusted for a $0.30/ MMBtu premium and multiplied by 110% to effect a fixed adjustment for BTU content, for a purchase price for estimated production during such twelve-month period in respect of the net profits interest of $9.46 per MMBtu. Please refer to the discussion under the caption “— Assumptions and Considerations” below. As of June      , 2006, the most recent date prior to the date of this prospectus for which information is available, the Henry Hub Average Spot Price based on the actual settlement prices and future closing prices of the NYMEX natural gas contracts as refined under the gas purchase contract is $           per MMBtu, which would result in a                     price paid per Mcfe under the gas purchase contract.

	(iv)	The Partnership’s growth strategy is to acquire net profits interests on oil and natural gas properties to be acquired by the Operating Company. The Operating Company intends to finance such acquisitions through debt financing. We intend to use cash on hand and the proceeds from sales of additional equity securities to finance our future acquisitions of net profits interests. The timing and size of any such acquisition(s) is uncertain, and we are not party to any agreement or understanding regarding any such acquisitions. For purposes of this analysis, we have assumed that we will not purchase any net profits interests from the Operating Company during the twelve months ending June 30, 2007. For a description of the criteria that we will use in evaluating future acquisitions, see “Partnership Business and Properties — Our Growth Strategy — Acquisition Criteria” on page 143 of this prospectus.

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	(v)	Represents the excess of (A) the sum of (I) our Estimated Consolidated Adjusted EBITDA for the twelve months ending June 30, 2007 and (II) Estimated Cash Interest for the twelve months ending June 30, 2007 over (B) the minimum amount of Estimated Available Cash for the twelve months ending June 30, 2007 required to pay cash distributions for such twelve month period at the expected distribution rate of $0.50 per unit per quarter, or an annual rate of $2.00 per unit.

(b)		Represents the amount required to fund distributions to our common and subordinated unitholders and the 1% general partner interest based upon the declared annualized distribution of $0.50 per unit and assuming the issuance of up to 12,000 common units to be issued to our independent directors upon consummation of the Offer and excludes incentive distributions to the General Partner.

				Twelve Months Ending
				June 30, 2007
				(In thousands, except
				per unit amounts)
Estimated Revenues:
	Estimated net proceeds from the legacy net profits interests			$	17,155
Less Estimated Operating expenses:
	Estimated operating cost charges(a)			$	561
	Estimated general and administrative expenses(b)				2,428
	Estimated production and property taxes				1,251
		Total expenses		$	4,240
Estimated Consolidated Adjusted EBITDA for 2006				$	12,915
Plus Estimated Cash Interest Income(c)				$	4,741
Less Excess Amount of Estimated Available Cash				$	4,599
Minimum Estimated Available Cash for 2006				$	13,057
Expected Cash Distributions
	Aggregate available cash required for $0.50 per quarter distribution(d)			$	13,057
	(Annualized Distribution Rate per Unit ($0.50 per quarter))			$	2.00

(a)		Calculated based upon the conveyance agreements between NGT and Eastern American pursuant to which Eastern American is paid a fee for its operating expenses.
(b)		Reflects an adjustment to our Consolidated Adjusted EBITDA for approximately $2.4 million in ongoing expenses associated with being a public company, including, among other things, estimated accounting and audit fees, director and officer liability insurance, fees payable to independent directors of our General Partner, salaries for additional employees or consultants and other miscellaneous fees.
(c)		Reflects approximately $4.7 million of estimated interest income from investing our cash balance at an assumed rate of 4.82% per annum. A 25 basis point increase (decrease) in the assumed interest rate

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		would increase (decrease) our estimated cash interest income by $236,000 for the twelve months ending June 30, 2007.
(d)		The table below sets forth the assumed number of outstanding common and subordinated units upon the closing of the Offer and second-step merger and the estimated per common unit and aggregate distribution amounts payable on such common and subordinated units during the year following the closing of the Offer and second-step merger at our declared distribution rate, including amounts required to be distributed in respect of the 1% General Partner interest and excludes incentive distributions to the General Partner.

										Aggregate
		Number of				Assumed Quarterly				Annualized
		Common Units				Rates Per Unit				Amount
		(In thousands, except per unit data)
Estimated distributions on publicly held common units(1)			5,900.1			$	0.50			$	11,800.2
Total for subordinated units(2)			563.7			$	0.50			$	1,127.4
Corresponding amount for 1% General Partner interest			—				NM			$	129.3
Total for common and subordinated units and General Partner interest			6,463.8				—			$	13,056.9

(1)		Assumes 5,880,100 common units are exchanged for the 5,880,100 currently outstanding depositary units in this Offer or the second-step merger, that the 19,900 withdrawn units that are currently outstanding are exchanged in the second-step merger at a rate 0.4-to-1.0 for a total of 7,960 common units, and that a total of 12,000 common units are issued to our independent directors upon consummation of the Offer.
(2)		The 563,741 subordinated units used in this table and elsewhere in this prospectus is based on an assumed price of $31.00 per subordinated unit.

	•	The production for the twelve months ending June 30, 2007 from the legacy net profits interests we acquire from NGT will be 1,767 MMcf, which is the volume that we estimate for production attributable to the legacy net profits interests based upon NGT’s 2005 report of oil and gas reserves attributable to NGT as of December 31, 2005, as prepared by Ryder Scott Company and the decline curve based on our evaluation of historical production received by NGT from inception through March 31, 2006;
	•	The production rate used for the twelve month ending June 30, 2007 in the immediately preceding bullet point assumes a 5% annual decline in the production rate attributable to the legacy net profits interests for the twelve months ending June 30, 2007 from the 2005 production volumes disclosed by NGT in its annual report on Form 10-K for calendar year 2005 and from the 2006 production disclosed by NGT in its quarterly report on Form 10-Q for the quarter ended March 31, 2006. The actual production decline rate from the year ended December 31, 2004 as compared to the year ended December 31, 2005 was 5.4%, based on production volumes reported by NGT. The actual production decline rate for the twelve months ended March 31, 2005 as compared to the twelve months ended March 31, 2006 was 5.6%, based on production volumes reported by NGT. If we had assumed a 7% production decline rate for the twelve months ended June 30, 2007, our estimated production for such twelve month period would be 1,767 MMcf, resulting in a reduction in our estimated net proceeds from

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		the legacy net profits for the twelve months ended June 3, 2007 of approximately $415,000. If we had assumed a 3% production decline rate for such twelve month period, our estimated production for the twelve months ended June 3, 2007 would be 1,862 MMcf, resulting in an increase in our estimated net proceeds from the legacy net profits for the twelve months ended June 3, 2007 interests of approximately $419,000;
	•	The average net realized price for such estimated production for the twelve months ended June 30, 2007 attributable to the legacy net profits interests is $9.46 per MMcf, which equals the average of the closing prices for NYMEX natural gas contracts for the actual settlement prices and the future closing prices for NYMEX natural gas as of June 1, 2006, the average Henry Hub price per MMBtu, using the Henry Hub Average Spot Price as defined under the gas purchase contract, throughout the twelve months ending June 30, 2007 of $8.30 per MMBtu, resulting in a price per MMBtu under the gas purchase contract, then adjusted for a $0.30/ MMBtu premium then multiplied by 110% to effect a fixed adjustment for BTU content, for production in respect of the net profits interest of $9.46 per MMcf. As of June      , 2006, the most recent date prior to the date of this prospectus for which information is available, the Henry Hub Average Spot Price based on the actual settlement prices and the future closing prices for NYMEX natural gas is $           per MMBtu, which would result in a                     price paid per Mcfe under the gas purchase contract. A $0.10 increase (decrease) in the average net realized price for such estimated production for the twelve months ended June 30, 2007 would increase (decrease) our estimated net proceeds from our legacy net profits interests by approximately $168,000;
	•	We will receive approximately $83.3 million from the sale of the $117.6 million face amount of stripped coupon U.S. treasury bonds in respect of the issued and outstanding depositary units, which price is based upon the closing quotation as of June 1, 2006 of $705.60 per $1,000 face amount of zero coupon bonds; we have assumed that we will invest such funds in U.S. government securities at an assumed interest rate of 5.05% per annum, which will generate interest income of approximately $4.19 million for the twelve months ending June 30, 2007. The assumed rate of 5.05% is the rate of one year U.S. Treasury notes on June 1, 2006 as reported by the Federal Reserve. On June      , 2006, the most recent date prior to the date of this prospectus for which information is available, the closing quotation of the U.S. treasury bonds was $           per $1,000 face amount of stripped coupon bonds;
	•	We will invest the excess of the $19.5 million to be contributed by our General Partner over the special cash distributions and expenses of the offering (estimated to total approximately $8.6 million) in U.S. government securities at an assumed interest rate of 5.05% per annum which will generate interest income of approximately $0.55 million for the twelve months ending June 30, 2007. The total interest income for the twelve months ending June 30, 2007 in respect of this bullet point and the immediately preceding bullet point is assumed to be $4.74 million;
	•	An issuance of up to 12,000 common units to our independent directors upon consummation of the Offer;
	•	That we do not complete any acquisitions of net profits interests from the Operating Company during the twelve months ending June 30, 2007, as a result of which we neither incur such acquisition expenditures nor receive any net profits distributions from property interests other than the legacy net profits interests;
	•	We do not incur in excess of $305,000 in total costs (including consultant and professional fees) during the twelve months ending June 30, 2007 to evaluate acquisitions of additional net profits interests from the Operating Company;
	•	Our incremental general and administrative expenses will not exceed $2.428 million for the twelve months ending June 30, 2007 comprised of:

	•	$750,000 in salaries and expenses payable to employees and consultants of the General Partner;
	•	$328,400 in administrative costs payable to Eastern American Energy Corporation;

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	•	$175,000 payable to our independent auditor;
	•	$500,000 in costs incurred as a public entity, including registrar and transfer agent fees and implementation of the Sarbanes-Oxley Act of 2002, and for preparation and distribution of tax return and Schedule K-1 information to our investors;
	•	$225,000 in fees payable to our independent directors, assuming all independent directors join upon consummation of the Offer;
	•	$100,000 in office expenses;
	•	$50,000 annual fee payable to the Third Point Parties; and
	•	$300,000 in legal and other transaction expenses;

	•	There will not be any new federal, state or local regulation of the oil and natural gas industry, or an interpretation of existing regulation, that will be materially adverse to our or the Operating Company’s business;
	•	There will not be any major adverse change in the oil and natural gas industry or in general economic conditions; and
	•	Market, regulatory, insurance and overall economic conditions will not change substantially.

	General

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	Definition of Available Cash

	•	less the amount of cash reserves necessary or appropriate, as determined in good faith by our General Partner to:
	•	provide for the proper conduct of our business (including, but not limited to, working capital reserves, administrative expenses incurred by our General Partner on our behalf, and any amount of general and administrative expenses incurred by us);
	•	comply with applicable law or other agreements; or
	•	provide funds for distributions to our common unitholders and our General Partner for any one or more of the next four quarters.

	Intent to Distribute the Minimum Quarterly Distribution

	General

	Definition of Operating Surplus

	•	$10.0 million plus our net cash balance on the date that the Offer is consummated (excluding the excess of (i) the funds to be contributed by our General Partner upon the closing of the Offer (such contribution is to be up to $19.50 million, after deducting the $500,000 purchase price of the warrant) over the sum of (ii) the cash consideration from depositary units accepted by the Partnership funded by the issuance to the General Partner of common units for a cash consideration of $31.00 per common unit from the General Partner and (iii) $8.6 million, consisting of the sum of (1) the special cash distribution, which will total $5.9 million (reduced for depositary units accepted by the Partnership for the cash consideration) and (2) the expected expenses of the offering and second-step merger); plus

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	•	cash of NGT to which we succeed upon consummation of the second-step merger; plus
	•	all of our cash after the closing of the second-step merger, excluding (1) proceeds from our sale of the zero coupon bonds constituting a part of the depositary units, (2) cash from sales of equity securities and (3) cash from sales or other dispositions of assets outside the ordinary course of business; less
	•	all of our operating expenditures incurred after the consummation of the Offer, and our capital expenditures (which we expect will consist principally of the purchase of net profits or other similar interests in oil and natural gas properties acquired by the Operating Company in the future); and less
	•	the amount of cash reserves that our General Partner deems necessary or advisable to provide funds for future operating expenditures and acquisitions.

	Definition of Capital Surplus

	•	the excess of the up to $40.0 million Offer to be contributed to the Partnership by our General Partner at the closing of this Offer over $8.6 million; or
	•	proceeds from our sale of the zero coupon bonds constituting a part of the depositary units; or
	•	proceeds from sales of equity securities; or
	•	sales or other dispositions of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or as part of normal retirements or replacements of assets.

	•	First, 1% to the General Partner in respect of its general partner interest, and 99% to the common unitholders, pro rata, until we have distributed for each common unit outstanding as of the record date for such distribution an amount equal to the minimum quarterly distribution for that quarter;
	•	Second, 1% to the General Partner in respect of its general partner interest, and 99% to the common unitholders, pro rata, until we have distributed for each common unit outstanding as of the record date for such distribution an amount equal to any arrearages in payment of the quarterly distribution on the common units represented by such interest for any prior quarters during the subordination period;
	•	Third, 1% to the General Partner in respect of its general partner interest, and 99% to the subordinated unitholders, pro rata, until we have distributed for each subordinated unit outstanding as of the record date of such distribution an amount equal to the minimum quarterly distribution for that quarter;
	•	Fourth, 1% to the General Partner in respect of its general partner interest, and 99% to the holders of common units and subordinated units, pro rata, until we have distributed to the holders of each

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		common unit and subordinated unit outstanding as of the record date for such distribution an amount equal to the excess of the then applicable Distribution Threshold Amount over the minimum quarterly distribution; and
	•	Thereafter, any excess will be distributed 1% to the General Partner, 24.75% to the holder(s) of the incentive distribution rights, and 74.25% to the holders of record of common units and subordinated units outstanding as of the record data for such distribution, pro rata.

	•	First, 1% to the General Partner in respect of its general partner interest, and 99% pro rata to the holders of common units, until we have distributed for each common unit outstanding as of the record date for such distribution an amount equal to the then applicable Distribution Threshold Amount; and
	•	Second, any excess will be distributed 1% to the General Partner, 24.75% to the holder(s) of incentive distribution rights and 74.25% pro rata to the holders of record of common units outstanding as of the record date for such distribution.

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		Quarterly Distribution Amount
Distributions in Respect of the		(Referred to as the “Distribution		Annualized Equivalent of the
Four Quarters During the Following Period		Threshold Amount”)		Distribution Threshold Amount
The four calendar quarters commencing with the calendar quarter in which the closing of the Offer occurs (such four quarter period, the “First Year”)		$0.75 per common unit and subordinated unit		$3.00 per common unit and subordinated unit
The four calendar quarters next following the First Year (such four quarter period, the “Second Year”)		$0.55 per common unit and subordinated unit		$2.20 per common unit and subordinated unit
The four calendar quarters next following the Second Year (such four quarter period, the “Third Year”)		$0.575 per common unit and subordinated unit		$2.30 per common unit and subordinated unit
The four calendar quarters next following the Third Year (such four quarter period, the “Fourth Year”)		$0.60 per common unit and subordinated unit		$2.40 per common unit and subordinated unit
All quarterly distributions after the Fourth Year		$0.625 per common unit and subordinated unit		$2.50 per common unit and subordinated unit

	•	First, 1% to the General Partner in respect of its general partner interest, and 99% to the holders of the common units and subordinated units as of the record date for the distribution, pro rata, until we distribute in respect of each common unit issued in the Offer an amount of available cash from capital surplus equal to the average closing price of a depositary unit for the 10 trading day period ending two trading days before the date depositary units are first accepted by us for exchange pursuant to the Offer, as reported by the New York Stock Exchange — Composite Transactions;
	•	Second, 1% to the General Partner in respect of its general partner interest and 99% to the holders of the common units outstanding as of the record date for the distribution, pro rata, until we distribute for each such common unit an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on common units; and
	•	Thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus.

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	•	the minimum quarterly distribution;
	•	the Distribution Threshold Amounts; and
	•	the number of common units into which a subordinated common unit is convertible.

	General

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	Manner of Adjustment for Gain

	•	First, to our General Partner and the holders of common units who have negative balances in their capital accounts to the extent of and in proportion to those negative balances;
	•	Second, 1% to the General Partner in respect of its general partner interest, and 99% to the common unitholders, pro rata, until the capital account for each common unit is equal to the sum of:

	•	the unrecovered per unit capital for that common unit;
	•	the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; plus
	•	any unpaid arrearages in payment of the minimum quarterly distribution;

	•	Third, 1% to the General Partner in respect of its general partner interest, and 99% to the subordinated unitholders, pro rata, until the capital account for each subordinated unit is equal to the sum of:

	•	the unrecovered per unit capital for that subordinated unit; plus
	•	the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs;

	•	Fourth, 1% to the General Partner in respect of its general partner interest, and 99% to holders of all common units and subordinated units, pro rata, until we allocate under this bullet point an amount per unit equal to the sum of the excess, if any, of the Distribution Threshold Amount for the Second Year over the quarterly amount distributed per unit of available cash from operating surplus (excluding distributions in respect of common unit arrearages) calculated for each quarter during the Second Year;
	•	Fifth, 1% to the General Partner in respect of its general partner interest, and 99% to holders of all common units and subordinated units, pro rata, until we allocate under this bullet point an amount per unit equal to the sum of the excess, if any, of the Distribution Threshold Amount for the Third Year over the quarterly amount distributed per unit of available cash from operating surplus (excluding distributions in respect of common unit arrearages) calculated for each quarter during the Third Year;
	•	Sixth, 1% to the General Partner in respect of its general partner interest, and 99% to all unit holders, pro rata, until we allocate under this bullet point an amount per unit equal to the sum of the excess, if any, of the Distribution Threshold Amount for the Fourth Year over the quarterly amount distributed per unit of available cash from operating surplus (excluding distributions in respect of common unit arrearages) calculated for each quarter during the Fourth Year;
	•	Seventh, 1% to the General Partner in respect of its general partner interest, and 99% to all unitholders, pro rata, until we allocate under this bullet point an amount per unit equal to the sum of the excess, if any, of the Distribution Threshold Amount after the Fourth Year (that is, $0.625 per unit) over the quarterly amount distributed per unit of available cash from operating surplus (excluding distributions in respect of common unit arrearages) calculated for each quarter of the Partnership’s existence after the Fourth Year; and
	•	Eighth, 74.25% to all unitholders, pro rata, and 25.75% to our General Partner.

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	Manner of Adjustments for Losses

	•	First, 99% to holders of subordinated units in proportion to the positive balances in their capital accounts and 1% to our General Partner, until the capital accounts of the subordinated unitholders have been reduced to zero;
	•	Second, 99% to the holders of common units in proportion to the positive balances in their capital accounts and 1% to our general partner, until the capital accounts of the common unitholders have been reduced to zero; and
	•	Thereafter, 100% to our General Partner.

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	General

	Critical Accounting Policies

	Basis of Accounting

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	Net Profits Interests in Gas Properties

	Income Taxes

	Oil and Natural Gas Reserve Quantities

	Revenue Recognition

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	Derivative Instruments and Hedging Activities

	New Accounting Pronouncements

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	Quantitative and Qualitative Disclosure About Market Risk

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	The General Partner

	•	a 1% General Partner interest;
	•	the incentive distribution rights;
	•	567,741 subordinated units representing approximately 8.8% of limited partnership interests to be outstanding after the Offer and second-step merger (before giving effect to the exercise of the warrant referred to in the bullet point below);
	•	up to 645,161 common units; and
	•	warrant, exercisable at any time prior to the third anniversary of the expiration of this Offer, for the purchase of 1,000,000 common units at an exercise price of $38.00 per common unit.

	•	The General Partner’s day-to-day operations will be managed by its executive officers, Scott W. Smith and Marshall M. Eubank. For a summary of Messrs. Smith’s and Eubank’s biography, see “Manage-

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		ment — The General Partner’s Board of Directors and Executive Officers.” The limited liability company agreement of our General Partner provides that any of the executive officers may be removed with or without cause by the board of directors of our General Partner.

	The Operating Company

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	Creating a Diversified Property Base

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	Investment Size and Ownership Types

	Pursuing Acquisitions with a Large Producing Component

	Acquisition Criteria

	Financial

	•	Acquisitions should increase (or be accretive to) net profits interests to us and thus distributions on common units on a per common unit basis based upon current economics and Ensource’s evaluation of the economics of the targeted acquisition.
	•	The aggregate purchase price of all properties acquired in a single transaction should not exceed the undiscounted aggregate projected net cash flow from the properties from the date of purchase plus a reasonable rate of return in the circumstances.
	•	The oil and gas producing properties to be acquired should, in the context of the market, have a reasonable rate of return and reserve acquisition cost.

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	Operational

	•	The Operating Company, in consultation with Ensource, will give priority to properties exhibiting some or all of the following characteristics:
	•	low capital expenditures relative to cash generation potential;
	•	low operating costs or high margins;
	•	experienced, well-regarded operators or where operatorship may be assumed by the Operating Company;
	•	favorable production history;
	•	upside potential through infill drilling, improved field operations and other development activities;
	•	medium to long reserve life; and
	•	moderate environmental and site remediation risk.

	Independent Verification

	•	Each purchase of new properties will be based on an independent engineering report except for properties where the combined purchase price is less than $20 million.

	Experienced Management Team

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	Producing Property Acquisition Market

	•	the organization of the Partnership;
	•	expenses incurred by our General Partner or us payable to third parties, including agents or consultants, related to, or associated with, providing administrative oversight of our financial and legal affairs and performing due diligence on our prospective acquisitions;
	•	subsequent offerings of our common units or other securities;
	•	payments under our partnership agreement, including direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, stationary, supplies, and all other expenses incurred by us or the General Partner in connection with managing our business;
	•	fees payable to third parties, including agents or consultants, relating to, or associated with, evaluating and making acquisitions of net profits interests;
	•	legal and auditing fees (including litigation fees);
	•	trade organization expenses;
	•	transfer agent and custodial and dividend disbursement fees;
	•	listing fees;
	•	all taxes (including transfer taxes and filing fees);
	•	independent directors’ fees and expenses;
	•	preparing, printing, filing and distributing reports or other documents to our common unitholders and the SEC;
	•	board and common unitholders meetings, proxy solicitations for meetings and attendance expenses for directors;
	•	directors and officers errors and omissions liability insurance and any other insurance premiums;
	•	annual fee of $50,000 payable to the Third Point Parties; and

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	•	all other expenses incurred by us and our General Partner in connection with administering our business.

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	The Conveyances

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	Calculation of Net Proceeds

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	Gas Purchase Contract

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	Performance Support for Gas Purchase Contract

	Distributions and Income Computations

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	Sale and Abandonment of Underlying Properties; Sale of Royalty NPI

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	Reserves

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				Proved Gas Reserves																Discounted
																Estimated				Estimated
								(MMcf)								Future Net				Future Net
				Developed				Undeveloped				Total				Revenues(2)				Revenues(2)(3)
																(Dollars in thousands)
	Underlying Properties(1)				34,653				0				34,653			$	382,226			$	154,236
Net Profits Interests:
	Royalty NPI				11,266				0				11,266			$	141,923			$	59,278
	Term NPI				5,997				0				5,997				75,540				54,992
		Total			17,263				0				17,263			$	217,463			$	114,270

(1)	Reserve volumes and estimated future net revenues for Underlying Properties reflect volumes and revenues distributable to Eastern American’s entire net revenue interest with respect to the Underlying Properties.
(2)	The effects of depreciation, depletion and federal income tax have not been taken into account in estimating future net revenues. Estimated future net revenues and discounted estimated future net revenues are not intended, and should not be interpreted, as representing the fair market value for the estimated reserves.
(3)	The gas price used in determining this Discounted Estimated Future Net Revenues was $12.561 per Mcf.

	General

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	Critical Accounting Policies

	Basis of Accounting

	Net Profits Interests in Gas Properties

	Income Taxes

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	Comparison of Results of Operations for Three Months Ended March 31, 2006 and Three Months Ended March 31, 2005

	2005 Compared with 2004

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	2004 Compared with 2003

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	Off-Balance Sheet Arrangements

	Other Information

	United States Treasury Obligations

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				Proved Gas Reserves																Discounted
																Estimated				Estimated
								(MMcf)								Future Net				Future Net
				Developed				Undeveloped				Total				Revenues(2)				Revenues(2)(3)
																(dollars in thousands)
	Underlying Properties(1)				34,653				0				34,653			$	382,226			$	154,236
Net Profits Interests:
	Royalty NPI				11,266				0				11,266			$	141,923			$	59,278
	Term NPI				5,997				0				5,997				75,540				54,992
		Total			17,263				0				17,263			$	217,463			$	114,270

(1)	Reserve volumes and estimated future net revenues for Underlying Properties reflect volumes and revenues distributable to Eastern American’s entire net revenue interest with respect to the Underlying Properties.
(2)	The effects of depreciation, depletion and federal income tax have not been taken into account in estimating future net revenues. Estimated future net revenues and discounted estimated future net revenues are not intended, and should not be interpreted, as representing the fair market value for the estimated reserves.

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	•	Eastern American and its consolidated subsidiaries manage information relating to the Trust, including (i) historical operating data, including production volumes, marketing of products, operating and capital expenditures, environmental and other liabilities, the effects of regulatory changes and the number of producing wells and acreage, (ii) plans for future operating and capital expenditures and (iii) geological data relating to reserves; and
	•	The independent reserve engineer, as an expert with respect to the annual reserve report, which includes projected production, operating expenses and capital expenses.

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	•	any acquisitions;
	•	any transfer or abandonment of any properties or other assets or any interest in such properties or other assets;
	•	the incurrence of any indebtedness for borrowed money (not including trade payables incurred in the ordinary course of business);
	•	the mortgage, pledge, assignment in trust or other encumbrance of any property or assets, or the assignment of any monies owed or to be owed, except for customary liens granted in the ordinary course or to secure any indebtedness for borrowed money as described immediately above;
	•	any merger, exchange or consolidation, recapitalization or reorganization, dissolution, liquidation, winding up of affairs or the commencement of any bankruptcy;
	•	enter into any commodity hedging transactions pertaining to oil, gas and related hydrocarbons and minerals, whereby more than 25% of the Partnership’s and/or the General Partner’s (including its subsidiaries) expected production from the proved developed producing reserves is hedged for the succeeding 12-month period or whereby the term of such hedging transaction exceeds two years;
	•	the guarantee of the performance of any non-financing contract or other obligation of any person (other than the General Partner) other than in the ordinary course of business;
	•	the authorization, offer, issuance or sale of any securities (other than to an eligible officer, manager or other employee pursuant to the terms and conditions set forth in the limited liability company agreement) or a new class or series of any securities or the request of members for capital contributions;
	•	any transaction involving us, the General Partner or any of its subsidiaries, on the one hand, and any member of the General Partner, on the other hand (subject to the approval by 662/3 % of the membership interest of the members of the General Partner that such transaction is fair, as set forth in the limited liability company agreement);
	•	our operating budget or any changes thereto;
	•	any change in our outside auditor;
	•	the appointment of the General Partner’s independent petroleum engineer;
	•	the compromise or settlement of any lawsuit, administrative matter or other dispute where the amount the General Partner, its subsidiaries or the Partnership may recover or be obligated to pay, as applicable, is in excess of the applicable amount set forth in the limited liability company agreement;
	•	any amendment, modification or change in any material respect in any of our material agreements;
	•	any amendment to the formation documents or other governing documents of Ensource Reserves or the Partnership;
	•	any transaction with any of our affiliates, or any officer, director or employee of the General Partner or any affiliate of any officer, director or employee of the General Partner; and
	•	any action or approval to enter into any binding agreement with respect to the foregoing.

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	•	expenditures during any one-year period in excess of $15 million for one or more acquisitions;
	•	transfers, during any one-year period, of or abandonment of any properties or other assets or any interest in such properties or other assets, involving assets valued at or involving net proceeds of more than $15 million in the aggregate;
	•	incurrence of any indebtedness for borrowed money (not including trade payables incurred in the Partnership’s or in the General Partner’s (or any of its subsidiaries) ordinary course of business) on behalf of the Partnership or the General Partner (or any of its subsidiaries) of more than $5 million outstanding at any one time;
	•	mortgage, pledge, assignment in trust or otherwise encumber any property or assets of the General Partner, or assign any monies owed or to be owed to the General Partner, except for customary liens granted in the ordinary course of business to secure indebtedness for borrowed money as described immediately above;
	•	enter into any merger, exchange or consolidation; effect a recapitalization or reorganization; commence a dissolution, liquidation or winding up of affairs; or commence, consent to or permit a bankruptcy;
	•	authorize, offer, issue or sell any securities (other than to an eligible officer, manager or other employee pursuant to the terms and conditions set forth in the limited liability company agreement) or a new class or series of any securities resulting, in any one-year period, in proceeds in excess of $1.0 million, or make one or more requests of the members for capital contributions in excess of $1.0 million in any one-year period;
	•	approve, or otherwise modify any existing arrangements with respect to, compensation for members of the board of directors of the General Partner;
	•	appoint or remove any executive officer, enter into or modify or amend in any material respect any employment agreement with any officer or hire any person on other than an at “at-will” basis or terminate any person employed on other than such basis;
	•	admit any new partner, member, shareholder or other equity interest owner to any subsidiary of the General Partner;
	•	authorize material transactions not in the ordinary course of business;
	•	redeem or repurchase any securities;
	•	amend the formation documents or other governing documents of such persons;
	•	approve of any transaction with any affiliate of such persons, or any officer, director or employee of such persons, or any affiliate of any officer, director or employee of such persons; or
	•	any action, authorization or approval, or the entry into any binding agreement, or to otherwise obligate the General Partner, any of its subsidiaries or the Partnership, with respect to the foregoing.

	Audit Committee

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	Conflicts Committee

	Compensation Committee

	Nominating Committee and Corporate Governance Committee

	Independence of Board Members

	Heightened Independence for Audit Committee Members

	Audit Committee Financial Expert

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	•	An understanding of generally accepted accounting principles and financial statements;
	•	An ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;
	•	Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities;
	•	An understanding of internal controls and procedures for financial reporting; and
	•	An understanding of audit committee functions.

		Age				Position with Our Company
Scott W. Smith			48			Chief Executive Officer, President and Director
Marshall M. Eubank			41			Executive Vice President and Chief Financial Officer
J. Robert Chambers*			39			Director
Mark J. Warner			42			Director
John Duryea*			41			Director
Jacob Roorda			48			Director
S.P. Johnson IV			50			Director
Richard Zepernick, Jr.*			45			Director

*	Such person has consented to serve as a director upon consummation of the Offer.

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	•	the time immediately prior to a change of control of our General Partner that results in net proceeds to each institutional investor equal to or greater than the greater of (i) the fair market value of such institutional investor’s membership interests and (ii) the sum of the aggregate capital contributions made to our General Partner as of such date by such institutional investor (net of the aggregate distributions from our General Partner received by such institutional investor) plus an amount equal to 8.00% per annum return thereon, such amount to be compounded quarterly;
	•	the date Mr. Smith’s employment is terminated by our General Partner other than for “cause” (as defined in the agreement);
	•	the date Mr. Smith’s employment is terminated by Mr. Smith for “good reason” (as defined in the agreement); or
	•	the date on which each institutional investor shall have received cash distributions from our General Partner equal, in the aggregate, to the sum of (i) 120% of the aggregate amount of all capital contributions made to our General Partner by such institutional investor on or prior to any date of determination plus (ii) the aggregate principal amount of all indebtedness of our General Partner for borrowed money outstanding on the date of any such determination.

	•	by our General Partner for cause;
	•	by Mr. Smith for other than “good reason”;
	•	by reason of disability (as set forth in the agreement); or
	•	as a result of death if such death occurs during his employment.

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	•	the time immediately prior to a change of control of our General Partner that results in net proceeds to each institutional investor equal to or greater than the greater of (i) the fair market value of such institutional investor’s membership interests and (ii) the sum of the aggregate capital contributions made to our General Partner as of such date by such institutional investor (net of the aggregate distributions from our General Partner received by such institutional investor) plus an amount equal to 8.00% per annum return thereon, such amount to be compounded quarterly;
	•	the date Mr. Eubank’s employment is terminated by our General Partner other than for “cause” (as defined in the agreement);
	•	the date Mr. Eubank’s employment is terminated by Mr. Eubank for “good reason” (as defined in the agreement); or
	•	the date on which each institutional investor shall have received cash distributions from our General Partner equal, in the aggregate, to the sum of (i) 120% of the aggregate amount of all capital contributions made to our General Partner by such institutional investor on or prior to any date of determination plus (ii) the aggregate principal amount of all indebtedness of our General Partner for borrowed money outstanding on the date of any such determination.

	•	by our General Partner for “cause”;
	•	by Mr. Eubank for other than “good reason”;
	•	by reason of disability (as set forth in the agreement); or
	•	as a result of death if such death occurs during his employment.

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						Pension or
						Retirement Benefits				Total Compensation
		Aggregate				Accrued as Part of				from Us Paid to
Name		Compensation from Us				Our Expenses				Director/Officer
Independent Directors
Mark J. Warner		$	30,000				0			$	30,000
Jacob Roorda		$	27,500				0			$	27,500
S. P. Johnson IV		$	27,500				0			$	27,500
Richard Zepernick, Jr.		$	27,500				0			$	27,500
Interested Directors
Scott W. Smith			0				0				0
John Duryea			0				0				0
J. Robert Chambers			0				0				0
Officers
Scott W. Smith		$	145,833				0			$	145,833
Marshall M. Eubank		$	145,833				0			$	145,833

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	•	each person known to us to be a beneficial owner of more than 5% of the units,
	•	each director and executive officer of our General Partner and
	•	by all directors and executive officers of our General Partner as a group.

										Percentage of Common																Percentage of								Percentage of Total
		Common Units								Units Beneficially								Subordinated Units								Subordinated Units								Units Beneficially
		Beneficially Owned								Owned								Beneficially Owned(1)								Beneficially Owned								Owned
						Upon								Upon								Upon								Upon								Upon
						Consummation								Consummation								Consummation								Consummation								Consummation
						of the Offer								of the Offer								of the Offer								of the Offer								of the Offer
		Prior to				and second				Prior to				and second				Prior to				and second				Prior to				and second				Prior to				and second
Name		the Offer				step merger				the Offer				step merger				the Offer				step merger				the Offer				step merger				the Offer				step merger
Ensource Energy LLC(2)			—				4,583,161				—				66.4	%			—				567,741				—				100	%			—				69.0	%
Scott W. Smith(3)			990				3,040				100	%			*				—				—				—				—				100	%			*
Marshall M. Eubank(3)			—				—				—				—				—				—				—				—				—				—
Mark J. Warner(4)(5)			—				3,000				—				*				—				—				—				—				—				*
Jacob Roorda(4)			—				3,000				—				*				—				—				—				—				—				*
S. P. Johnson(4)			—				3,000				—				*				—				—				—				—				*
J. Robert Chambers(6)			—				—				—				—				—				—				—				—				—				—
Richard J. Zepernick, Jr.(4)(6)			—				3,000				—				*				—				—				—				—				—				*
John Duryea(5)			—				—				—				—				—				—				—				—				—				—
Third Point Parties(7)			—				2,304,839				—				39.1	%			—				—				—				—				—				35.6	%
All directors and executive officers as a group (8 persons)			990				15,040				100	%			*				—				—				—				—				100	%			*

*	Less than 1%.

(1)	The actual number of subordinated units to be issued to our General Partner in connection with our General Partner’s capital contribution of up to $40.0 million upon the consummation of the Offer will be based on a price per subordinated unit of $31.00. The 567,741 subordinated units used throughout this prospectus is based on a price of $31.00 per subordinated unit.
(2)	As the general partner of the Partnership, the General Partner is deemed to beneficially own all of the 2,938,000 outstanding common units of the Partnership upon consummation of the second-step merger. Includes 1,000,000 common units issuable upon exercise of a warrant granted to our General Partner upon consummation of the Offer, which is exercisable at any time prior to the third anniversary of the

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	expiration date of this Offer. Lehman owns an approximate 46.75% membership interest in the General Partner and because of its ownership interest has the right to appoint two members to the General Partner’s board of directors and each of Messrs. Chambers and Zepernick have been designated by Lehman as board members. The Ospraie Parties own an approximate 46.75% membership interest in the General Partner and because of its ownership interest has the right to appoint two members to the General Partner’s board of directors and each of Messrs. Duryea and Warner have been designated by the Ospraie Parties as board members. Messrs. Smith and Eubank have the right to jointly appoint one member to the General Partner’s board of directors and has designated Scott W. Smith as a board member. Messrs. Smith and Eubank, together with the board members designated by Lehman and the Ospraie Parties, have the right to appoint two members to the General Partner’s board of directors and have designated Messrs. Roorda and Johnson as board members. Due to their right to appoint board members, each of Lehman, the Ospraie Parties, Messrs. Smith and Eubank and each of the board members designated by Lehman and the Ospraie Parties have voting and investment power with respect to the shares owned by the General Partner, and may be deemed to be the owner of the units owned by the General Partner and each of them disclaim beneficial ownership of the units owned by the General Partner.
(3)	Messrs. Smith and Eubank are the executive officers of the General Partner. In addition, Messrs. Smith and Eubank have the right to jointly appoint one member to the General Partner’s board of directors and, together with the board members designated by Lehman and the Ospraie Parties, have the right to appoint two members to the General Partner’s board of directors. Therefore, each of Messrs. Smith and Eubank could be deemed to be a beneficial owner of the units owned by the General Partner each of them disclaims beneficial ownership of the units owned by the General Partner.
(4)	Includes 1,500 common units that each of Messrs. Warner, Roorda, Zepernick and Johnson intend to acquire from the Partnership upon the closing of the Offer and 1,500 common units that the Partnership intends to grant to each upon such acquisitions.
(5)	The Ospraie Parties own an approximate 46.75% membership interest in the General Partner and because of its ownership interest has the right to appoint two members to the General Partner’s board of directors and each of Messrs. Duryea and Warner have been designated by the Ospraie Parties as board members Messrs. Smith and Eubank, together with the board members designated by Lehman and the Ospraie Parties, have the right to appoint two members to the General Partner’s board of directors. Therefore, each of Messrs. Duryea and Warner could be deemed to be a beneficial owner of the units owned by the General Partner and each of them disclaims beneficial ownership of the units owned by the General Partner.
(6)	Lehman owns an approximate 46.75% membership interest in the General Partner and because of its ownership interest has the right to appoint two members to the General Partner’s board of directors and each of Messrs. Chambers and Zepernick have been designated by Lehman as board members. Mr. Chambers is a Managing Director of Lehman and participates in its investment decisions. Messrs. Smith and Eubank, together with the board members designated by Lehman and the Ospraie Parties, have the right to appoint two members to the General Partner’s board of directors. Therefore, each of Messrs. Chambers and Zepernick could be deemed to be a beneficial owner of the units owned by the General Partner and each of them disclaims beneficial ownership of the units owned by the General Partner.
(7)	Third Point LLC is the investment manager or adviser to the Third Point Parties, and as such, may be deemed the beneficial owner of the common units held in their account. Daniel S. Loeb is the managing member of Third Point LLC and controls Third Point LLC’s business activities. As such, Mr. Loeb may be deemed the beneficial owner of the common units held for the account of the Third Point Parties.

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	•	its 1% general partner interest;
	•	certain incentive distribution rights (see “Our Cash Distribution Policy and Restrictions on Distributions — Partnership Agreement Provisions Relating to Cash Distributions — General Partner Incentive Distribution Rights”);
	•	up to 645,161 common units;
	•	567,741 subordinated units; and
	•	a warrant, exercisable at any time during its 3-year term, to purchase from the Partnership 1,000,000 common units at an exercise price of $38.00 per common unit.

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	•	2.0% of Base NPI Net Proceeds up to $25 million, plus
	•	1.75% of Base NPI Net Proceeds in excess of $25 million and up to, and including, $50 million, plus
	•	1.0% of Base NPI Net Proceeds in excess of $50 million.

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	•	any capital expenditures paid by the Operating Company on that property in that month;
	•	principal, interest, fees, expenses and other amounts paid by the Operating Company under any revolving credit facility during that month; and
	•	an amount projected by the General Partner under the agreement with the Operating Company to meet the working capital needs of the Operating Company.

	•	any ad valorem and any similar direct taxes paid in that month;
	•	direct expenses (other than capital expenditures) for delivery of the oil and gas to the appropriate gathering system, as well as all labor, material and other costs of operating, producing and maintaining the property; and
	•	a pro rata portion of the Operating Company’s general and administrative costs and expenses, including the portion of the Employee Bonus Pool Fee earned in that month by the General Partner under the agreement with the Operating Company (calculated to spread such costs over each of the Operating Company’s producing properties).

State law fiduciary duty standards		Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty. The duty of care,

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		in the absence of a provision in a partnership agreement providing otherwise, would generally require a general partner to act for the partnership in the same manner as a prudent person would act on his own behalf. The duty of loyalty, in the absence of a provision in a partnership agreement providing otherwise, would generally prohibit a general partner of a Delaware limited partnership from taking any action or engaging in any transaction where a conflict of interest is present.
Partnership agreement modified standards		Our Partnership Agreement contains provisions that waive or consent to conduct by our General Partner and its affiliates that might otherwise raise issues about compliance with fiduciary duties or applicable law. For example, our Partnership Agreement provides that when our General Partner is acting in its capacity as our General Partner, as opposed to in its individual capacity, it must act in “good faith” and will not be subject to any other standard under applicable law. In addition, when our General Partner is acting in its individual capacity, as opposed to in its capacity as our General Partner, it may act without any fiduciary obligations to us or the unitholders whatsoever. These standards reduce the obligations to which our General Partner would otherwise be held.
		Our Partnership Agreement generally provides that affiliated transactions and resolutions of conflicts of interest not involving a vote of unitholders and that are not approved by the Conflicts Committee of the board of directors of our General Partner must be:
		• on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
		• “fair and reasonable” to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us).
		If our General Partner does not seek approval from the Conflicts Committee and its board of directors determines that the resolution or course of action taken with respect to the conflicts of interest satisfies either of the standards set forth in the bullet points above, then it will be presumed that, in making its decision, the board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. These standards reduce the obligations to which our General Partner would otherwise be held.
		In addition to the other more specific provisions limiting the obligations of our General Partner, our Partnership Agreement further provides that our General Partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that the

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		General Partner or its officers and directors acted in bad faith or engaged in fraud or willful misconduct.
		The limited liability company agreement of the General Partner generally provides that a director, in performing his duties and obligations as a director, may choose to act in the interests of the member who designated such director or may choose not to act in the interests of the member who designated such director and such actions will not constitute a breach of any fiduciary duty under Delaware law.
Rights and remedies of unitholders		DRLPA generally provides that a limited partner may institute legal action on behalf of the partnership to remove damages from a third party where a General Partner has refused to institute the action or where an effort to cause a General Partner to do so is not likely to succeed. These actions include actions against a general partner for breach of its fiduciary duties or of the partnership agreement. In addition, the statutory or case law of some jurisdictions may permit a limited partner to institute legal action on behalf of himself and all other similarly situated limited partners to recover damages from a General Partner for violations of its fiduciary duties to the limited partners.

	•	$0.5 million to purchase warrants from the Partnership;
	•	$19.5 million to purchase (i) subordinated units of the Partnership at a price not to exceed $31.00 per subordinated unit, (ii) the 1% general partner interest in the Partnership and (iii) the incentive distribution rights of the Partnership; and

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	•	subject to specified conditions, an aggregate amount (not to exceed $20.0 million) to purchase up to 645,161 common units of the Partnership at a price not to exceed $31.00 per common unit to fund in part the cash consideration of the Offer (to the extent not required by the Partnership to fund such cash consideration, the amount contributed by the General Partner will be reduced).

	•	the Third Point Parties must have purchased the number of common units in the Partnership as contemplated by the common unit purchase agreement;
	•	there must be at least 2,950,001 depositary units validly tendered and not properly withdrawn in consideration for a corresponding number of common units of the Partnership and/or cash consideration not to exceed $31.00 depositary unit;
	•	there must not have been a material adverse change in any of (i) the business, operations, assets, liabilities, properties, financial condition or results of operations of the General Partner, Partnership or NGT or (ii) the legality, validity or enforceability of the subscription agreement or any of the other transaction documents or the rights or remedies of the investors under such agreements;
	•	the General Partner must have obtained director and officer liability insurance with a financially sound and reputable insurance company with such coverage and in such amounts satisfactory to the investors in their sole discretion; and
	•	the General Partner shall be the sole general partner of the Partnership.

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	•	there must have been no developments in the business of the Partnership or NGT, which would be reasonably likely to have a material adverse effect, including, without limitation, that NGT must not have entered into any agreement or transaction with person contemplating a merger or acquisition with respect to NGT or otherwise having the effect of causing a termination or liquidation of NGT;
	•	there must be at least 2,950,001 depositary units validly tendered and not properly withdrawn in consideration for a corresponding number of common units of the Partnership and a pro rata share of the special cash distribution or cash consideration not to exceed $31.00 per depositary unit;
	•	in connection with the issuance of the common units of the Partnership and transactions contemplated thereby, the common units of the Partnership must be authorized for listing or admitted to trading on the NYSE, NYSE Arca or Nasdaq without any requirement for the Partnership to obtain common unitholder approval; and
	•	the General Partner must have contributed up to $40.0 million to the Partnership.

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										Distributions
Quarter		High				Low				Paid
2006(a):
Second Quarter (through June 30, 2006)		$	29.64			$	27.00				N/A
First Quarter		$	28.65			$	26.71			$	0.74
2005:(a)
First Quarter		$	28.90			$	24.40			$	0.50
Second Quarter		$	28.11			$	25.45			$	0.51
Third Quarter		$	31.58			$	27.62			$	0.64
Fourth Quarter		$	31.20			$	26.75			$	0.67
2004:(a)
First Quarter		$	27.40			$	22.95			$	0.43
Second Quarter		$	23.80			$	20.95			$	0.49
Third Quarter		$	25.65			$	23.41			$	0.48
Fourth Quarter		$	27.00			$	24.75			$	0.62
2003:(a)
First Quarter		$	19.58			$	18.70			$	0.38
Second Quarter		$	22.28			$	18.87			$	0.52
Third Quarter		$	23.55			$	20.83			$	0.51
Fourth Quarter		$	26.03			$	22.10			$	0.41

(a)	The high and low prices and distributions paid during the quarters in 2003, 2004 and 2005 are taken from NGT’s Annual Report on Form 10-K for the year ended December 31, 2005. The high and low prices paid during the first and second quarters of 2006 are taken from Bloomberg.

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	Duties

	•	surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges;
	•	special charges for services requested by a holder of a common unit; and
	•	other similar fees or charges.

	Resignation or Removal

	•	becomes the record holder of the common units and is admitted into our partnership as a limited partner;
	•	agrees to be bound by the terms and conditions of, and is deemed to have executed, our partnership agreement;
	•	represents that the transferee has the capacity, power and authority to enter into the partnership agreement;

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	•	grants powers of attorney to officers of the General Partner and any liquidator of the Partnership as specified in the partnership agreement; and
	•	makes the consents and waivers contained in the partnership agreement.

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	General

	Definition of Subordination Period

	Effects of Expiration of Subordination Period

	•	the subordination period will end and each subordinated common unit will immediately convert into one common unit;
	•	any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

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	•	the General Partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.

	•	a sale or exchange of all or substantially all of our assets;
	•	the election of a successor General Partner in connection with the removal of our General Partner;
	•	a dissolution or reconstitution of our partnership;
	•	a merger of our partnership; and
	•	some amendments to the partnership agreement, including any amendment that would cause us to be treated as an association taxable as a corporation.

	•	the affirmative vote of 662/3 % of all outstanding common and subordinated units voting as a single class; and
	•	the election of a successor General Partner by the holders of a majority of the outstanding common units and subordinated units, voting as separate classes.

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	•	with regard to Partnership distributions of available cash, please read “Our Cash Distribution Policy and Restrictions on Distributions” that begins on page 114 of this prospectus;
	•	with regard to the transfer of common units, please read “Description of Partnership Common Units — Transfer of Common Units” that begins on page 184 of this prospectus; and
	•	with regard to allocations of taxable income and taxable loss, please read “Material Federal Income Tax Consequences” that begins on page 209 of this prospectus.

	•	to conduct this Offer and the second-step merger;
	•	to own and administer the legacy assets that we acquire pursuant to this Offer and the second-step merger;
	•	to acquire net profits interests burdening oil and natural gas properties that the Operating Company will acquire in the future;
	•	any other activity approved by our General Partner that may be lawfully conducted by a limited partnership organized under Delaware law;
	•	to acquire net profits interests or other economic interests on properties determined by the General Partner to be appropriate; and
	•	any activity that is necessary or appropriate to the foregoing clauses.

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	•	to remove or replace the General Partner;
	•	to approve some amendments to our partnership agreement; or
	•	to take other action under our partnership agreement;

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Issuance of units senior to the common units during the subordination period		No approval right.
Issuance of units junior to the common units during the subordination period		No approval right.
Issuance of additional common units or units of equal rank with the common units during or after the subordination period		No approval right.
Amendment of the partnership agreement		Certain amendments may be made by the general partner without the approval of the common and subordinated common unitholders. Other amendments generally require the approval of a unit majority. Please read “— Amendment of the Partnership Agreement.”
Merger of our partnership or the sale of all or substantially all of our assets		Unit majority. Please read “— Merger, Sale or Other Disposition of Assets.”
Dissolution of our partnership		Unit majority. Please read “— Termination and Dissolution.”
Reconstitution of our partnership upon dissolution		Unit majority.
Withdrawal of the General Partner		The approval of a majority of the common units, excluding common units held by the General Partner and its affiliates, is required for the withdrawal of the General Partner prior to December 31, 2016 to prevent the withdrawal from being deemed a breach of our partnership agreement. Please read “— Withdrawal or Removal of the General Partner.”
Removal of the General Partner		Not less than 662/3 % of the outstanding units, including units held by our General Partner and its affiliates. Please read “— Withdrawal or Removal of the General Partner.”
Transfer of the general partner interest		The General Partner may transfer its general partner interest without a vote of our unitholders to an affiliate (other than an individual) or in connection with the General Partner’s merger or consolidation with or into, or sale of all or substantially all of its assets to another person (other than an individual). The approval of a majority of the common units, excluding common units held by the General Partner and its affiliates, is required in other circumstances for a transfer of the General Partner interest to a third party prior to December 31, 2016. Please read “— Transfer of General Partner Interest.”
Transfer of incentive distribution rights		Except for transfers to an affiliate (other than an individual) or another person (other than an individual) as part of the General Partner’s merger or consolidation with or into, or sale of all or

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		substantially all of its assets to such person prior to December 31, 2016, the approval of a majority of the common units, excluding common units held by the General Partner and its affiliates, is required in most circumstances for a transfer of the incentive distribution rights to a third party prior to December 31, 2016. Please read “— Transfer of Incentive Distribution Rights.
Transfer of ownership interests in the General Partner		No approval required at any time. Please read “— Transfer of Ownership Interests in the General Partner.”

	•	during the subordination period, the approval of a majority of the common units, excluding those common units held by our General Partner and its affiliates, and a majority of the subordinated units, voting as separate classes; and
	•	after the subordination period, the approval of a majority of the common units.

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	•	enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected;
	•	enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our General Partner or any of its affiliates without the consent of our General Partner, which may be given or withheld in its sole discretion;
	•	change the duration of the Partnership;
	•	provide that we are not dissolved upon an election to dissolve our Partnership by our General Partner that is approved by a unit majority; or
	•	give any person the right to dissolve our Partnership other than our General Partner’s right to dissolve our Partnership with the approval of a unit majority.

	•	a change in our name, the location of our principal place of our business, our registered agent or our registered office;
	•	the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;
	•	a change that, in the sole discretion of our General Partner, is necessary or advisable for us to qualify or continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;
	•	an amendment that is necessary, in the opinion of our counsel, to prevent us or our General Partner or its directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed;
	•	subject to the limitations on the issuance of additional partnership securities described above, an amendment that in the discretion of our General Partner is necessary or advisable for the authorization of additional partnership securities or rights to acquire partnership securities;
	•	any amendment expressly permitted in our partnership agreement to be made by our General Partner acting alone;

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	•	an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement;
	•	any amendment that, in the discretion of our General Partner, is necessary or advisable for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement;
	•	a change in our fiscal year or taxable year and related changes;
	•	a merger, conversion or conveyance effected in accordance with the partnership agreement; and
	•	any other amendments substantially similar to any of the matters described in the clauses above.

	•	do not adversely affect the limited partners (including any particular class of limited partners as compared to other classes of limited partners) in any material respect;
	•	are necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
	•	are necessary or advisable to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading, compliance with any of which our General Partner deems to be in the best interests of us and our limited partners;
	•	are necessary or advisable for any action taken by our General Partner relating to splits or combinations of units under the provisions of our partnership agreement; or
	•	are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.

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	•	the election of our General Partner to dissolve us, if approved by the holders of a unit majority;
	•	the entry of a decree of judicial dissolution of our partnership;
	•	the withdrawal of our General Partner or any other event that results in its ceasing to be our General Partner other than by reason of a transfer of its General Partner interest in accordance with our partnership agreement or withdrawal or removal following approval and admission of a successor; or
	•	at any time that there are no limited partners unless the Partnership is continued in accordance with the Delaware Act.

	•	the action would not result in the loss of limited liability of any limited partner; and
	•	neither our Partnership nor any member of our Partnership group would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue.

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	•	the subordination period will end and each outstanding subordinated unit will immediately and automatically convert into one common unit;
	•	any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and
	•	our General Partner will have the right to convert its General Partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time.

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	•	an affiliate of our General Partner (other than an individual); or
	•	another entity as part of the merger or consolidation of our General Partner with or into another entity or the transfer by our General Partner of all or substantially all of its assets to another entity,

	•	the subordination period will end and each outstanding subordinated unit will immediately and automatically convert into one common unit;
	•	any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

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	•	our General Partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time.

	•	the highest cash price paid by either of our General Partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our General Partner first mails notice of its election to purchase those limited partner interests; and
	•	the current market price as of the date three trading days before the date the notice is mailed.

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	•	our General Partner;
	•	any departing general partner;
	•	for so long as Ensource Energy LLC is the General Partner;
	•	any person who is or was a director of our General Partner;
	•	any person who is or was an affiliate of the General Partner, any departing General Partner or Ensource Energy LLC;
	•	any person who is or was a member, partner, officer, director or trustee of any of our subsidiaries, if any, a general partner or any departing general partner or any affiliate of any of our subsidiaries, a general partner or any departing general partner; or
	•	any person who is or was serving at the request of a general partner or any departing general partner or any affiliate of a general partner or any departing general partner as an officer, director, member, partner or trustee of another person.

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	•	a current list of the name and last known address of each partner;
	•	a copy of our tax returns;
	•	information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;
	•	copies of our partnership agreement, and our certificate of limited partnership, and related amendments and powers of attorney under which they have been executed;
	•	information regarding the status of our business and financial condition; and
	•	any other information regarding our affairs as is just and reasonable.

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	•	1% of the total number of the securities outstanding; or
	•	the average weekly reported trading volume of the common units for the four calendar weeks prior to the sale.

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Rights of Depositary and Trust Unitholders		Rights of Common Unitholders
Comparison of the Units
Each depositary unit (which is evidenced by a depositary receipt) evidences ownership of both(a) one trust unit of NGT and(b) one-fiftieth of a zero coupon U.S. treasury bond. Withdrawn trust units (which are neither certificated nor transferable) evidence a trust unit of NGT.		Each common unit represents an undivided interest in the outstanding limited partner interests of the Partnership.
Approval Requirements
Matters including, but not limited to, appointment of a successor trustee and approval of amendments, waivers, and consents, generally require the approval of holders that hold more than 50% of the trust units as of the record date. No amendment may be made to the trust agreement that adversely affects the interests of holders of trust units without the vote of the holders holding a majority of the outstanding trust units.		Our partnership agreement generally provides that the approval of “unit majority” (as defined below) is required for the following: (1) certain amendments to the partnership agreement; (2) dissolution of our partnership or reconstitution of our partnership after dissolution. The approval of a majority of the common units, excluding common units held by the General Partner and its affiliates is required (1) for transfer by the General Partner of its General Partner interest to a third party, and (2) for a transfer of the incentive distribution rights to a third party prior to December 31, 2016. Amendments to the partnership agreement may only be proposed by the General Partner, which proposal may be denied in its sole discretion and the General Partner shall have no duty or obligation to propose any amendment. Except in certain circumstances, amendments must be approved by the holders of a unit majority.

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Rights of Depositary and Trust Unitholders		Rights of Common Unitholders
		Matters requiring the vote of a “unit majority” require: • During the subordination period, the approval of a majority of the common units, excluding those common units held by our General Partner and its affiliates, and a majority of the subordinated units, voting as separate classes; and
		• after the subordination period, the approval of a majority of the common units.
		The votes required for actions under NGT are similar to votes required for actions under our partnership agreement. However, because our Partnership will issue subordinated units, the votes of subordinated unitholders will also be necessary.
Meetings
Meetings of the holders of trust units may be called at any time by the trustee. The Delaware trustee may only call meetings for appointing a successor to it upon its resignation. Additionally, a trust unitholder owning of record not less than 10% in number of the outstanding trust units may call a meeting of the trust unitholders.		Meetings of the common unitholders may be called by the General Partner or by common unitholders owning 20% or more of the outstanding units of the class or classes for which a meeting is proposed, by delivering to the General Partner a written request. Within 60 days from receipt of such request or such greater time as is reasonably necessary, the General Partner shall send notice of the meeting to the limited partners. A meeting should be held on a date not less than 10 days nor more than 60 days after the notice is mailed.
Notice
Written notice of the meetings of the holders of trust units must be given in person or by mail not more than 60 days nor less than 20 days before the date of such meeting. Written notice should be given to trust unitholders of record at the close of business on a record date selected by the trustee, which shall not be more than 60 days before the date of such mailing.		Notice of a meeting should be given to the record holders in writing by mail or other means of written communication not less than 10 days nor more than 60 days before the meeting.
Quorum
The presence in person or by proxy of holders of trust units as of the record date holding a majority of the trust units constitutes a quorum.		The holders of a majority of the outstanding common units of the class or classes for which a meeting has been called, represented in person or by proxy, shall constitute a quorum at a meeting of limited partners of such class or classes unless any such action by the limited partners requires approval by holders of a greater percentage of such units, in which case the quorum shall be such greater percentage.
		Our General Partner owes the duties of loyalty, care and good faith. Our Partnership Agreement provides

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Rights of Depositary and Trust Unitholders		Rights of Common Unitholders
		that our General Partner’s business will be to act as a general partner of the Partnership and not to engage in any business or activity or incur any debts or liabilities except in connection with or incidental to its performance as a general partner. Thus, it may not engage in competitive activities to the Partnership and may not engage in business interests and activities in preference to or to the exclusion of the Partnership. However, our General Partner has no obligation under the Partnership Agreement or as a result of any duty expressed or implied by law to present business opportunities to the Partnership.
Approval of Business Combinations
The trust may merge or consolidate with or into limited or general partnerships, corporations, business trusts, limited liability companies, or associations or unincorporated business if the trustee agrees and holders owning more than 50% of the outstanding trust units and is permitted under the Delaware Statutory Trust Act.		A merger or consolidation of us requires the consent of the General Partner. Approval of the holders of a unit majority is required to sell, exchange or dispose of all or substantially all of our assets in a single transaction or a series of related transactions, including by way of merger, consolidation or other combination.
Dissenters’ Rights
Holders of trust units do not have dissenters’ rights.		The holders of common units are not entitled to dissenters’ rights or appraisal rights under the partnership agreement or applicable Delaware law in the event of a conversion, merger or consolidation, a sale of substantially all of our assets, or any other transaction or event.
Election and Removal of Directors/Trustees
The trustee and Delaware trustee may be removed, with the vote of the holders with or without cause, by the vote of not less than a majority of the then outstanding trust units at a meeting. Such removal is effective when a successor is appointed. A successor trustee may be elected by a majority vote. Nominees for appointment may be made by NGT, the resigning or removed trustee or any trust unitholder owning of record at least 10% of the outstanding trust units. Our General Partner may not be removed unless that removal is approved by less than 662/3 % of the outstanding units, voting together as a single class, including units held by the General Partner and its affiliates and we receive an opinion of counsel regarding limited liability and tax matters. Any removal of a general partner is subject to the approval of a successor general partner by vote of the holders of a majority of outstanding common and subordinated units, voting as separate classes.		Upon withdrawal of our General Partner under any circumstances, other than as a result of a transfer by the General Partner of all or a part of its General Partner interest in us, the holders of a unit majority, may select a successor.
Limited Liability of Limited Partners and Holders of Trust Units
Under the NGT trust agreement, the holders of trust units are entitled, to the fullest extent		A limited partner who does not participate in the “control” of our business and acts in conformity

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Rights of Depositary and Trust Unitholders		Rights of Common Unitholders
permitted by law, to the same limitation on personal liability as stockholders under the Delaware General Corporation law.		with the provisions of the partnership agreement, his liability under Delaware Act will be limited, subject to possible exceptions, to the amount of capital he is obligated to contribute to us for his common units plus his share of undistributed profits and assets.
		If the exercise of rights by limited partners constitute “participation in the control” of our business under the Delaware Act, the limited partners could be held personally liable for our obligations to the same extent as the General Partner.
Distributions
Distributions on the trust units are payable on a quarterly basis, and consist in the aggregate of cash receipts and certain other amounts received by the trust, less trustee expenses, other expenses and less reserves established.		Under the Delaware Act, we cannot make a distribution to a partner, if after the distribution, all our liabilities, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership would exceed the fair value of the assets of the assets of the limited partnership.
		We intend to make quarterly distributions to the holders of our common and subordinated units. During the subordination period, distributions of available cash from operating surplus to subordinated units will be subordinated to distributions of $0.50 per common unit per quarter.
Indemnification
The trustee, Delaware trustee and the depositary and their agents will be indemnified and held harmless and receive reimbursement from the trust estate for all liabilities, claims, losses and other charges, except when they are personally liable for fraud or acts or omissions in bad faith or which constitute gross negligence and taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received. The trustee and Delaware trustee are not liable to anyone other than the trust unitholders.		Our partnership agreement permits indemnification of the General Partner or its representatives to the fullest extent permitted by law unless there has been a final and non-appealable judgment entered by a court determining that such person acted in bad faith or engaged in fraud or willful misconduct or in the case of a criminal matter, acted with knowledge that such person’s conduct was unlawful. Indemnification will be made only out of the assets of the partnership and the General Partner shall not be personally liable.
Inspection of Books and Records
Each holder of trust units and its agents have the right, at its own expense and during reasonable business hours upon reasonable prior notice, to examine and inspect the records of the trust, trustee and Delaware trustee. The trustee and its agents have the right, at the expense of the trust and during reasonable business hours upon reasonable prior written notice to examine and inspect books and records of NGT relating to certain matters. Additionally, NGT’s depositary agreement permits a depositary unitholder, upon notifying the Depositary		The partnership agreement provides that a limited partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable demand and at his own expense, have furnished to him: (1) a list of the name and address of each partner; (2) a copy of our tax returns; (3) information relating to the value of property or services contributed by each partner; (4) copies of the organizational documents of the partnership; (5) information regarding our business and financial condition; and (6) any other information regarding our affairs as is just and reasonable. The General

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Rights of Depositary and Trust Unitholders		Rights of Common Unitholders
in writing, to have furnished to such holder at such holder’s expense, a list of the names and addresses of all record depositary unitholders and related information.		Partner may keep confidential from the limited partners trade secrets or other information that he believes in good faith is not in our best interests or that we are required by law or by agreements with third parties to keep confidential.
Liquidity, Marketability and Restrictions on Transfers
Trust units are generally not transferable. However, depositary units, comprised of trust units and the zero coupon bonds, are traded on The New York Stock Exchange and are transferable in accordance with laws governing transfers of investment securities and the deposit agreement. To register the transfer of depositary units, the transferee must deliver a properly executed transfer application.		Our common units have been approved for listing on The New York Stock Exchange, subject to official notice of issuance, under the symbol “ENF” and will generally be freely tradable. The Partnership has made application for listing of the common units on NYSE Arca. We expect that our common units will be initially listed on NYSE Arca upon consummation of the Offer. We intend to request that our common units be transferred to the NYSE for listing once we consummate the second-step merger. Subject to limited exceptions, our General Partner may not transfer any part of its general partner interest in our partnership prior to December 31, 2016 without approval of the holders of a majority of our common units (excluding common units held by the General Partner and its affiliates).
Anti-takeover Provisions
None.		The partnership agreement contains provisions intended to discourage a person or group from attempting to remove our General Partner or change management. Any group that acquires beneficial ownership of 20% of more of any class of units not approved by the board of directors of our General Partner loses all voting rights.
Fees and Expenses
Both the trustee and the Delaware trustee are compensated by the trust for their services. Additionally, they are reimbursed for all actual expenditures made in connection with the administration of the trust. Similarly, Eastern American Energy Corporation, the owner of the oil and natural gas property upon which NGT’s net profits and royalty interests burden, is entitled to reimbursement from the trust for all out-of-pocket costs and expenses paid by it on behalf of the trust plus an annual fee payable quarterly for overhead expenses. Such annual fee was $317,324 for 2005 and increases annually by 3.5%.		The Partnership must reimburse the General Partner for all of the costs and expenses the General Partner incurs attributable to managing the Partnership and attributable to supervising and managing the Partnership. Our General Partner intends to seek reimbursement from the Partnership for the expenses incurred in this Offer and second- step merger if the Offer is successfully completed.
Distributions to Our General Partner
NGT’s trustee does not receive any distribution from NGT.		Upon consummation of the Offer and after making its capital contribution to the Partnership, our General Partner will be issued 567,741 subordinated units, incentive distribution rights, and up to 645,161 common units, assuming 2,950,001

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Rights of Depositary and Trust Unitholders		Rights of Common Unitholders
		depositary units are accepted by us for the cash consideration.
		During the subordination period, the subordinated units give our General Partner the right to receive distributions from available cash from operating surplus of the Partnership for the particular quarter only after common unitholders receive distributions of at least $0.50 per common unit. After the subordination period, the subordinated units will be converted into common units, so the General Partner will participate in Partnership distributions pro rata.
		The incentive distribution rights held by our General Partner will entitle our General Partner to an increased share (an additional 24.75%) of cash distributed by the Partnership in excess of specified threshold levels.
		Thus, our General Partner will participate in the successes of the Partnership, compared to NGT’s trustee, who is not permitted to participate in the successes of NGT. The subordinated units and incentive distribution rights may create a conflict of interest between our General Partner and us because it may cause our General Partner to maximize short-term payments to us in respect of our net profits interests rather than managing the Partnership in a manner better suited to the long term benefits of all the unitholders. This arrangement may also create an incentive for the General Partner to selectively invest the Partnership’s assets in net profits interests burdening short-lived producing assets that generate significant cash flow over a relatively short time frame, thereby resulting in increased cash distributions by the Partnership in the short term.
Investment Policy
NGT is a passive entity, with no investment policy. It derives its revenues and profits from the net profits interests and legacy assets that it currently owns and will not be investing in any new properties.		The Partnership’s investment policy is to acquire net profits interests burdening oil and natural gas properties to be acquired by the Operating Company in the future. The Partnership does not intend to finance such acquisitions with borrowings or any other form of debt financing. Instead, the Partnership may issue additional equity securities and intends to sell the zero coupon bonds and temporarily invest such funds until net profits interests are available for acquisition from the Operating Company. Other than the zero coupon bonds, the General Partner does not intend to dispose of any material assets of the Partnership after consummation of the Offer and second-step merger.
		Our business is to continuously acquire net profits

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Rights of Depositary and Trust Unitholders		Rights of Common Unitholders
		interests and build our portfolio of investments. NGT’s business is based on its current portfolio of investments and not on continuous investments and growth. Our investment strategy and policy are dependent on the Operating Company’s ability to acquire, manage and operate oil and natural gas properties. The Operating Company’s strategy is to target lower risk, medium-to-long lived oil and natural gas properties located predominantly onshore in the continental United States. The Operating Company does not intend to participate in high risk exploration for oil and natural gas. Instead, it is focused on making effective acquisitions and maximizing the value of its properties by reducing operating costs and developing reserves through the implementation of applicable development technologies, including well stimulation and other completion operations, and implementing other operational efficiencies to enhance or extend the production from its properties.
Termination Provisions
The trust shall terminate upon the first to occur of the following events or times: (1) the disposition of all net profits interests and any other cash or other assets of the trust; (2) the action by trust unitholders of record holding a majority of the then outstanding trust units, at a duly called meeting, to terminate the trust; and (3) the liquidation date of May 15, 2003.		The Partnership shall dissolve upon the earlier to occur of: (1) the election of our General Partner to dissolve us, if approved by the holders of a unit majority; (2) the entry of a decree of judicial dissolution of our partnership; (3) the withdrawal of our General Partner or any other event that results in its ceasing to be our General Partner other than by reason of a transfer of its General Partner interest in accordance with our partnership agreement or withdrawal or removal following approval and admission of a successor; or
		(4) at any time that there are no limited partners unless the Partnership is continued in accordance with the Delaware Act.
		Upon a dissolution under the last clause above, a unit majority may also elect, within specific time limitations, to continue our business on the same terms and conditions described in our partnership agreement by forming a new limited partnership on terms identical to those in our partnership agreement and having as General Partner an entity approved by a unit majority, subject to our receipt of an opinion of counsel to the effect that:
		• the action would not result in the loss of limited liability of any limited partner; and
		• neither our Partnership nor any member of our Partnership group would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue.

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	•	a dealer in securities or currencies;
	•	a trader in securities who elects to use a mark-to-market method of accounting for his securities holdings;
	•	a bank or financial institution;
	•	an insurance company;
	•	a tax-exempt organization;
	•	a person liable for alternative minimum tax;
	•	a person that acquires the units in compensatory transactions;
	•	a person holding units as part of a hedging, integrated or conversion transaction, constructive sale or straddle;
	•	a United States expatriate or former long-term resident;
	•	a holder whose “functional currency” is not the United States dollar;
	•	a regulated investment company, also referred to as a “mutual fund”;
	•	a real estate investment trust (REIT);
	•	an individual retirement account (IRA); or
	•	a foreign person.

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	•	the character of any gain or loss attributable to the portion of the Term NPI treated as sold for a pro rata share of the cash consideration or for a portion of the special cash distribution (please read “— The Offer and Second-Step Merger — NGT Depositary Unitholders” and “— Holders of Withdrawn Trust Units”);
	•	whether our method of accounting for the Term NPI is proper for federal income tax purposes (please read “— Sale of Zero Coupon Bonds, Production Payment Income and Royalty Income — Production Payment Income”);
	•	the treatment of a common unitholder whose common units are loaned to a short seller to cover a short sale of common units (please read “— Tax Consequences of Unit Ownership — Treatment of Short Sales”);
	•	whether our monthly convention for allocating taxable income and losses is permitted by existing Treasury regulations (please read “— Disposition of Common Units — Allocations Between Transferors and Transferees”);
	•	whether percentage depletion will be available to a common unitholder or the extent of the percentage depletion deduction available to any common unitholder (please read “— Tax Treatment of Operations”);
	•	whether the deduction under Section 199 of the Code will be available to common unitholders (please read “— Tax Treatment of Operations — Deduction for United States Production Activities”); and
	•	whether our method for depreciating Section 743 adjustments is sustainable in certain cases (please read “— Tax Consequences of Unit Ownership — Section 754 Election”).

	Federal Income Tax Consequences to Trust Unitholders

	NGT Depositary Unitholders

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	Holders of Withdrawn Trust Units

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	Information Reporting and Backup Withholding

	Tax Basis Information

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	•	The Partnership will not elect to be treated as an association or corporation; and
	•	For each taxable year, more than 90% of the Partnership’s gross income will be income that Andrews Kurth LLP has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Code.

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	Flow-Through of Taxable Income

	Treatment of Distributions

	Basis and Holding Period of Common Units

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	Limitations on Deductibility of Losses

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	Limitations on Interest Deductions

	•	interest on indebtedness properly allocable to property held for investment;
	•	our interest expense, if any, attributed to portfolio income; and
	•	the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

	Entity-Level Collections

	Allocation of Income, Gain, Loss and Deduction

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	•	his relative contributions to us;
	•	the interests of all the unitholders in profits and losses;
	•	the interests of all the unitholders in cash flow; and
	•	the rights of all the unitholders to distributions of capital upon liquidation.

	Treatment of Short Sales

	•	any of our income, gain, loss or deduction with respect to those common units would not be reportable by him;
	•	any cash distributions received by him with respect to those common units would be fully taxable; and
	•	all of these distributions would appear to be treated as ordinary income.

	Alternative Minimum Tax

	Tax Rates

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	Section 754 Election

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	Sale of Zero Coupon Bonds

	Production Payment Income

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	Royalty Income

	Accounting Method and Taxable Year

	Depletion Deductions

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	Deduction for United States Production Activities

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	Tax Basis, Depletion, Depreciation and Amortization

	Valuation of Our Properties

	Recognition of Gain or Loss

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	•	a short sale;
	•	an offsetting notional principal contract; or
	•	a futures or forward contract with respect to the partnership interest or substantially identical property.

	Allocations Between Transferors and Transferees

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	Notification Requirements

	Constructive Termination

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	Information Returns and Audit Procedures

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	Nominee Reporting

	•	the name, address and taxpayer identification number of the beneficial owner and the nominee;
	•	whether the beneficial owner is a person that is not a United States person, a foreign government or an international organization or any wholly owned agency or instrumentality of either of the foregoing, or a tax-exempt entity;
	•	the amount and description of common units held, acquired or transferred for the beneficial owner; and
	•	specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.

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	Accuracy-related Penalties

	•	for which there is, or was, “substantial authority”; or
	•	as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return.

	Reportable Transactions

	•	accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at “— Accuracy-related Penalties,”
	•	for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability, and
	•	in the case of a listed transaction, an extended statute of limitations.

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	•	whether the investment is prudent under Section 404(a)(1)(B) of ERISA;
	•	whether in making the investment, that plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA; and
	•	whether the investment will result in recognition of unrelated business taxable income by the plan and, if so, the potential after-tax investment return.

	•	the equity interests acquired by employee benefit plans are publicly offered securities — i.e., the equity interests are widely held by 100 or more investors independent of the issuer and each other, freely transferable and registered under some provisions of the federal securities laws,
	•	the entity is an “operating company,” — i.e., it is primarily engaged in the production or sale of a product or service other than the investment of capital either directly or through a majority-owned subsidiary or subsidiaries, or
	•	there is no significant investment by benefit plan investors, which is defined to mean that less than 25% of the value of each class of equity interest, disregarding some interests held by the General Partner, its affiliates, and some other persons, is held by the employee benefit plans referred to above, IRAs and other employee benefit plans not subject to ERISA, including governmental plans.

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		Page
Financial Statements
Audited Financial Statements of Eastern American Natural Gas Trust for the year ended December 31, 2005 (reproduced from Annual Report on Form 10-K for the fiscal year ended December 31, 2005)			F-2
Unaudited Financial Statements of Eastern American Natural Gas Trust for the quarter ended March 31, 2006 (reproduced from Quarterly Report on Form 10-Q for the quarter ended March 31, 2006)			F-14
Report of Independent Registered Public Accounting Firm in regards to Ensource Energy Income Fund LP for the period from May 26, 2005 (INCEPTION) to December 31, 2005			F-26
Audited Financial Statements of Ensource Energy Income Fund LP for the period from May 26, 2005 (inception) to December 31, 2005 and as of December 31, 2005			F-27
Unaudited Financial Statements of Ensource Energy Income Fund LP for the quarter ended, and as of, March 31, 2006			F-34
Report of Independent Registered Public Accounting Firm in regards to Ensource Energy LLC as of May 1, 2006			F-41
Audited Financial Statements of Ensource Energy LLC as of May 1, 2006			F-42

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		2005				2004
ASSETS:
Cash		$	43,478			$	185,752
Net Proceeds Receivable			5,408,091				3,989,827
Net Profits Interests in Gas Properties			93,162,180				93,162,180
Accumulated Amortization			(65,658,915	)			(62,337,672	)
Total Assets		$	32,954,834			$	5,000,087
LIABILITIES AND TRUST CORPUS:
Trust General and Administrative Expenses Payable		$	318,120			$	220,596
Distributions Payable			3,933,449				3,639,983
Trust Corpus (5,900,000 Trust Units authorized and outstanding)			28,703,265				31,139,508
Total Liabilities and Trust Corpus		$	32,954,834			$	35,000,087

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		2005				2004				2003
Royalty Income		$	18,179,459			$	14,449,208			$	13,177,510
Operating Expenses:
Taxes on production and property			1,256,330				989,430				897,881
Operating cost charges			534,348				519,228				510,032
Total Operating Expenses			1,790,678				1,508,658				1,407,913
Net Proceeds to the Trust			16,388,781				12,940,550				11,769,597
General and Administrative Expenses			(1,791,894	)			(1,002,397	)			(833,027	)
Interest Income			500				1,489				953
Cash Proceeds on Sale of Net Profits Interests			—				80,205				10,293
Distributable Income			14,597,387				12,019,847				10,947,816
Cash Reserve			(885,000	)			(100,000	)			(215,000	)
Distribution Amount		$	13,712,387			$	11,919,847			$	10,732,816
Distributable Income Per Unit (5,900,000 units authorized and outstanding)		$	2.4741			$	2.0373			$	1.8556
Distribution Amount Per Unit (5,900,000 units authorized and outstanding)		$	2.3241			$	2.0203			$	1.8191

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		2005				2004				2003
Trust Corpus, Beginning of Period		$	31,139,508			$	34,857,666			$	38,695,799
Distributable Income			14,597,387				12,019,847				10,947,816
Distributions Paid or Payable to Unitholders			(13,712,387	)			(11,919,847	)			(10,732,816	)
Amortization of Net Profits Interests in Gas Properties			(3,321,243	)			(3,818,158	)			(4,053,133	)
Trust Corpus, End of Period		$	28,703,265			$	31,139,508			$	34,857,666

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1.	Organization of the Trust:

F-6

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2.	Significant Accounting Policies:

	Basis of Accounting:

	Cash:

	Net Profits Interests in Gas Properties:

F-7

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	Revenues and Expenses:

	Use of Estimates in the Preparation of Financial Statements:

	Segment Information:

F-8

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3.	Income Taxes:

4.	Distributions to Unitholders:

5.	Related Party Transactions:

F-9

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6.	Supplemental Reserve Information (Unaudited):

F-10

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Table of Contents

		Royalty				Term				Total
		NPI				NPI				NPI
		(MMcf)				(MMcf)				(MMcf)
Balance, January 1, 2003			12,025				8,609				20,634
Production			(932	)			(1,229	)			(2,161	)
Revisions of previous estimates			201				87				288
Balance, December 31, 2003			11,294				7,467				18,761
Production			(910	)			(1,158	)			(2,068	)
Revisions of previous estimates			1,072				393				1,464
Balance, December 31, 2004			11,456				6,702				18,158
Production			(849	)			(1,107	)			(1,956	)
Revisions of previous estimates			659				402				1,061
Balance, December 31, 2005			11,266				5,997				17,263

		Royalty				Term				Total
		NPI				NPI				NPI
		(MMcf)				(MMcf)				(MMcf)
December 31, 2003			11,294				7,467				18,761
December 31, 2004			11,456				6,702				18,158
December 31, 2005			11,266				5,997				17,263

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	The following is the standardized measure of discounted future net cash flows as of December 31, 2005 (in thousands):

		Royalty				Term				Total
		NPI				NPI				NPI
Future cash inflows		$	163,809			$	83,267			$	247,076
Future production taxes			(7,104	)			(3,146	)			(10,250	)
Future production costs			(14,781	)			(4,581	)			(19,362	)
Future net cash inflows			141,924				75,540				217,464
10% discount factor			(82,646	)			(20,548	)			(101,194	)
Standardized measure of discounted future net cash flows		$	59,278			$	54,992			$	114,270

	The following is the standardized measure of discounted future net cash flows as of December 31, 2004 (in thousands):

		Royalty				Term				Total
		NPI				NPI				NPI
Future cash inflows		$	110,781			$	60,830			$	171,612
Future production taxes			(6,130	)			(2,942	)			(9,073	)
Future production costs			(12,765	)			(4,130	)			(16,895	)
Future net cash inflows			91,886				53,758				145,644
10% discount factor			(53,480	)			(15,968	)			(69,448	)
Standardized measure of discounted future net cash flows		$	38,406			$	37,790			$	76,196

	The following is the standardized measure of discounted future net cash flows as of December 31, 2003 (in thousands):

		Royalty				Term				Total
		NPI				NPI				NPI
Future cash inflows		$	80,951			$	49,043			$	129,994
Future production taxes			(4,420	)			(2,333	)			(6,754	)
Future production costs			(11,885	)			(3,967	)			(15,852	)
Future net cash inflows			64,646				42,743				107,389
10% discount factor			(37,289	)			(13,651	)			(50,940	)
Standardized measure of discounted future net cash flows		$	27,357			$	29,092			$	56,449

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	The following schedule reconciles the changes during 2003, 2004 and 2005 in the standardized measure of discounted future net cash flows relating to proved reserves (in thousands):

		Royalty				Term				Total
		NPI				NPI				NPI
Standardized measure, January 1, 2002		$	22,953			$	25,358			$	48,311
Net proceeds to the Trust			(7,085	)			(4,684	)			(11,770	)
Revisions of previous estimates			1				0				1
Accretion of discount			2,295				2,536				4,831
Net change in price and production costs			7,405				4,926				12,331
Other			1,788				956				2,745
Standardized measure, December 31, 2003		$	27,357			$	29,092			$	56,449
Net proceeds to the Trust			(8,164	)			(4,776	)			(12,941	)
Revisions of previous estimates			4,498				1,649				6,148
Accretion of discount			2,736				2,909				5,645
Net change in price and production costs			12,331				7,491				19,822
Other			(352	)			1,425				1,073
Standardized measure, December 31, 2004		$	38,406			$	37,790			$	76,196
Net proceeds to the Trust			(11,864	)			(6,315	)			(18,179	)
Revisions of previous estimates			4,362				2,661				7,023
Accretion of discount			3,841				3,779				7,620
Net change in price and production costs			25,240				11,848				37,088
Other			(707	)			5,229				4,522
Standardized measure, December 31, 2005		$	59,278			$	54,992			$	114,270

7.	Quarterly Financial Data (Unaudited):

2005		Mar 31				June 30				Sept 30				Dec 31				Total
Royalty income		$	3,648			$	3,914			$	4,659			$	5,958			$	18,179
Distributable income		$	2,958			$	3,206			$	3,800			$	4,633			$	14,597
Distributable income per unit		$	0.5014			$	0.5434			$	0.6440			$	0.7853			$	2.4741

2004		Mar 31				June 30				Sept 30				Dec 31				Total
Royalty income		$	3,080			$	3,492			$	3,452			$	4,425			$	14,449
Distributable income		$	2,512			$	3,019			$	2,849			$	3,640			$	12,020
Distributable income per unit		$	0.4257			$	0.5117			$	0.4829			$	0.6169			$	2.0373

2003		Mar 31				June 30				Sept 30				Dec 31				Total
Royalty income		$	2,999			$	3,645			$	3,521			$	3,012			$	13,177
Distributable income		$	2,363			$	3,054			$	3,014			$	2,517			$	10,948
Distributable income per unit		$	0.4005			$	0.5175			$	0.5109			$	0.4266			$	1.8556

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			Three Months Ended
			March 31,
			2006				2005
			(Unaudited)
Royalty Income			$	5,363,086			$	3,648,398
Operating Expenses:
	Taxes on production and property			390,983				253,671
	Operating cost charges			140,267				133,587
Total Operating Expenses				531,250				387,258
Net Proceeds to the Trust				4,831,836				3,261,140
General and Administrative Expenses				(447,220	)			(303,473	)
Interest Income				—				500
Distributable Income				4,384,616				2,958,167
Quarterly Distribution Amount			$	4,384,616			$	2,958,167
Distributable Income Per Unit (5,900,000 units authorized and outstanding)			$	0.7432			$	0.5014
Quarterly Distribution Per Unit (5,900,000 units authorized and outstanding)			$	0.7432			$	0.5014

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			March 31, 2006				December 31, 2005
			(Unaudited)
Assets:
Cash			$	892,220			$	43,478
	Net Proceeds Receivable			4,831,836				5,408,091
	Net Profits Interests in Gas Properties			93,162,180				93,162,180
	Accumulated Amortization			(66,402,232	)			(65,658,915	)
Total Assets			$	32,484,004			$	32,954,834
Liabilities and Trust Corpus:
	Trust General and Administrative Expenses Payable		$	139,440			$	318,120
	Distributions Payable			4,384,616				3,933,449
	Trust Corpus (5,900,000 Trust Units authorized and outstanding)			27,959,948				28,703,265
Total Liabilities and Trust Corpus			$	32,484,004			$	32,954,834

F-15

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		Three Months				Three Months
		Ended				Ended
		March 31, 2006				March 31, 2005
		(Unaudited)
Trust Corpus, Beginning of Period		$	28,703,265			$	34,857,666
Distributable Income			4,384,616				2,511,621
Distributions Payable to Unitholders			(4,384,616	)			(2,511,621	)
Amortization of Net Profits Interests in Gas Properties			(743,317	)			(938,423	)
Trust Corpus, End of Period		$	27,959,948			$	33,919,243

F-16

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NOTE 1.	Organization of the Trust

F-17

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NOTE 2.	Basis of Presentation

NOTE 3.	Trust Accounting Policies

F-18

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NOTE 4.	Income Taxes

NOTE 5.	Subsequent Events

F-19

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Table of Contents

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Cautionary Statement

	General

F-20

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F-21

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F-22

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Table of Contents

	Basis of Accounting:

	Net Profits Interests in Gas Properties:

F-23

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Table of Contents

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk

F-24

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Table of Contents

ITEM 4.	Controls and Procedures

	•	Eastern American and its consolidated subsidiaries manage information relating to the Trust, including (i) historical operating data, including production volumes, marketing of products, operating and capital expenditures, environmental and other liabilities, the effects of regulatory changes and the number of producing wells and acreage, (ii) plans for future operating and capital expenditures and (iii) geological data relating to reserves; and
	•	The independent reserve engineer, as an expert with respect to the annual reserve report, which includes projected production, operating expenses and capital expenses.

F-25

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/s/ Hein & Associates LLP
Houston, Texas
February 25, 2006

F-26

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ASSETS
Cash			$	1,000
Deferred Exchange Offering Costs				1,142,293
	Total assets		$	1,143,293
Capital Contribution subject to reimbursement				1,142,293
PARTNERS’ CAPITAL
Partners’ Capital			$	1,000

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Expenses — start up and organizational costs		$	190,638
Net loss		$	(190,638	)

F-28

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Balance May 26, 2005 (inception)		$	—
Cash contributions		$	1,000
Noncash contributions			190,638
Net loss			(190,638	)
Balance, December 31, 2005		$	1,000

F-29

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Net loss		$	(190,638	)
Adjustments to reconcile net loss to net cash used by operating activities — noncash start up and organizational costs			190,638
Net cash used by operating activities			—
Financing activities — cash contributions			1,000
Increase in cash and cash at end of period		$	1,000
Supplemental Disclosure of Noncash Investing and Financing Activities
Noncash contributions for deferred securities issuance cost		$	1,142,293

F-30

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Table of Contents

1.	Organization, Business Operations

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Use of Estimates

	Cash Equivalents

	Income Taxes

F-31

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	Start Up and Organization Costs

	Deferred Exchange Offering Costs

3.	Proposed Business Combination

	•	each remaining depositary unit (other than depositary units owned by the Partnership or NGT) that is validly tendered would be converted into the right to receive 1.0 Partnership common units (0.4 common units for the trust unit on deposit and 0.6 common units for the undivided one-fiftieth of the $1,000 face amount of the zero coupon bonds on deposit);
	•	each remaining trust unit, whether subject to a depositary unit that is not validly tendered to us or constituting a withdrawn unit (other than trust units owned by the Partnership or NGT), would be converted into the right to receive 0.4 common units of the Partnership.

4.	Commitment and Related Party Transactions

F-32

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F-33

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			March 31,
			2006				December 31, 2005
			(Unaudited)
ASSETS
Cash			$	1,000			$	1,000
Deferred Exchange Offering Costs				1,164,695				1,142,293
	Total assets		$	1,165,695			$	1,143,293
Capital Contribution subject to reimbursement				1,164,695				1,142,293
PARTNERS’ CAPITAL
Partners’ Capital			$	1,000			$	1,000

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		For the Three				May 26, 2005
		Months Ended				(INCEPTION)
		March 31,				to March 31,
		2006				2006
		(Unaudited)
Expenses — start up and organizational costs		$	106,176			$	296,814
Net loss		$	(106,176	)		$	(296,814	)

F-35

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		For the Three				May 26, 2005
		Months Ended				(INCEPTION)
		March 31,				to March 31,
		2006				2006
		(Unaudited)
Balance, beginning of period		$	1,000			$	—
Cash contributions							1,000
Noncash contributions			106,176				296,814
Net loss			(106,176	)			(296,814	)
Balance March 31, 2006		$	1,000			$	1,000

F-36

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		For the Three				May 26, 2005
		Months Ended				(INCEPTION)
		March 31,				to March 31,
		2006				2006
		(Unaudited)
Net loss		$	(106,176	)		$	(296,814	)
Adjustments to reconcile net loss to net cash used by operating activities — noncash start up and organizational costs			106,176			$	296,814
Net cash used by operating activities			—
Financing activities — cash contributions			1,000				1,000
Increase in cash and cash at end of period		$	1,000			$	1,000
Cash beginning of period			—			$	0
Cash end of period		$	1,000			$	1,000
Supplemental Disclosure of Noncash Investing and Financing Activities — Noncash contributions for deferred securities issuance cost		$	22,402			$	1,164,695

F-37

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Table of Contents

1.	Organization, Business Operations

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Use of Estimates

	Cash Equivalents

F-38

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Table of Contents

	Income Taxes

	Start Up and Organization Costs

	Deferred Exchange Offering Costs

3.	Commitment and Related Party Transactions

F-39

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Table of Contents

4.	Subsequent Events

F-40

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Table of Contents

/s/ Hein & Associates LLP
Houston, Texas
May 15, 2006

F-41

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ASSETS
CURRENT ASSET — cash			$	1,000
	Total assets		$	1,000
MEMBERS EQUITY
MEMBERS EQUITY			$	1,000
	Total members equity		$	1,000

F-42

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Table of Contents

1.	Organization, Business Operations

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Use of Estimates

	Cash Equivalents

	Income Taxes

3.	Proposed Business Combination

	•	pay $31.00 in cash, without interest (the “cash consideration”), to purchase each outstanding depositary unit of NGT, that is held through the depositary arrangement with JPMorgan Chase Bank,

F-43

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		as depositary, that is tendered, and not withdrawn, to the Partnership, for up to 2,950,001 of the outstanding depositary units, or
	•	exchange one whole newly issued common unit of the Partnership and pay a pro rata share (rounded to the nearest $0.01) of a special cash distribution of $5.9 million, as such amount is reduced in the manner described below (collectively, the “exchange consideration”), for each outstanding depositary unit that is tendered to the Partnership.

	•	the total number of that person’s depositary units validly tendered and for which the cash consideration option was elected; and
	•	a fraction, of which:

	•	the numerator is 2,950,001, and
	•	the denominator is the total number of outstanding depositary units for which the cash consideration was validly elected.

	•	the total number of that person’s depositary units for which the exchange consideration was validly elected or treated as having been validly elected; times
	•	a fraction of which (i) the numerator is $5,900,000 and (ii) the denominator is the total number of depositary units accepted by the Partnership in the Offer, subject to the reduction in the exchange consideration described above.

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	•	each remaining depositary unit that was not validly tendered to and accepted by the Partnership for the cash consideration or the exchange consideration in the Offer would be converted into the right to receive one whole common unit of the Partnership; and
	•	each trust unit that is not evidenced by an NGT receipt, referred to as a withdrawn trust unit,

4.	Commitment

F-45

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ARTICLE I. DEFINITIONS
	SECTION 1.1			Definitions			A-1
ARTICLE II. ORGANIZATION
	SECTION 2.1			Formation			A-16
	SECTION 2.2			Name			A-16
	SECTION 2.3			Registered Office; Registered Agent; Principal Office; Other Offices			A-16
	SECTION 2.4			Purpose and Business			A-16
	SECTION 2.5			Powers			A-16
	SECTION 2.6			Power of Attorney			A-16
	SECTION 2.7			Term			A-17
	SECTION 2.8			Title to Partnership Assets			A-18
ARTICLE III. RIGHTS OF LIMITED PARTNERS
	SECTION 3.1			Limitation of Liability			A-18
	SECTION 3.2			Management of Business			A-18
	SECTION 3.3			Outside Activities of the Limited Partners			A-19
	SECTION 3.4			Rights of Limited Partners			A-18
ARTICLE IV. CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
	SECTION 4.1			Certificates			A-20
	SECTION 4.2			Mutilated, Destroyed, Lost or Stolen Certificates			A-20
	SECTION 4.3			Record Holders			A-20
	SECTION 4.4			Transfer Generally			A-21
	SECTION 4.5			Registration and Transfer of Limited Partner Interests			A-21
	SECTION 4.6			Transfer of the General Partner’s General Partner Interest			A-21
	SECTION 4.7			Transfer of Incentive Distribution Rights			A-22
	SECTION 4.8			Restrictions on Transfers			A-23
	SECTION 4.9			Citizenship Certificates; Non-citizen Assignees			A-23
	SECTION 4.10			Redemption of Partnership Interests of Non-citizen Assignees			A-24
ARTICLE V. CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
	SECTION 5.1			Organizational Contributions			A-25
	SECTION 5.2			Contributions by the General Partner			A-25
	SECTION 5.3			Contributions by Limited Partners			A-26
	SECTION 5.4			Interest and Withdrawal			A-25
	SECTION 5.5			Capital Accounts			A-26
	SECTION 5.6			Issuances of Additional Partnership Securities.			A-28
	SECTION 5.7			[Reserved]			A-29
	SECTION 5.8			Conversion of Subordinated Units			A-29
	SECTION 5.9			Limited Preemptive Right			A-29

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	SECTION 5.10			Splits and Combinations			A-29
	SECTION 5.11			Fully Paid and Non-Assessable Nature of Limited Partner Interests			A-30
ARTICLE VI. ALLOCATIONS AND DISTRIBUTIONS
	SECTION 6.1			Allocations for Capital Account Purposes			A-30
	SECTION 6.2			Allocations for Tax Purposes			A-36
	SECTION 6.3			Requirement and Characterization of Distributions; Distributions to Record Holders			A-38
	SECTION 6.4			Distributions of Available Cash from Operating Surplus			A-39
	SECTION 6.5			Distributions of Available Cash from Capital Surplus			A-40
	SECTION 6.6			Adjustment of Minimum Quarterly Distribution and Target Distribution Levels			A-40
	SECTION 6.7			Special Provisions Relating to the Holders of Subordinated Units			A-40
	SECTION 6.8			Special Provisions Relating to the Holders of Incentive Distribution Rights			A-41
	SECTION 6.9			Entity-Level Taxation			A-40
ARTICLE VII. MANAGEMENT AND OPERATION OF BUSINESS
	SECTION 7.1			Management			A-40
	SECTION 7.2			Certificate of Limited Partnership			A-40
	SECTION 7.3			Restrictions on the General Partner’s Authority			A-40
	SECTION 7.4			Reimbursement of the General Partner			A-40
	SECTION 7.5			Outside Activities			A-44
	SECTION 7.6			Contributions from the Partnership or Group Members			A-45
	SECTION 7.7			Indemnification			A-46
	SECTION 7.8			Liability of Indemnitees			A-47
	SECTION 7.9			Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties			A-48
	SECTION 7.10			Other Matters Concerning the General Partner			A-49
	SECTION 7.11			Purchase or Sale of Partnership Securities			A-49
	SECTION 7.12			Registration Rights of the General Partner and its Affiliates			A-50
	SECTION 7.13			Reliance by Third Parties			A-52
ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS
	SECTION 8.1			Records and Accounting			A-53
	SECTION 8.2			Fiscal Year			A-53
	SECTION 8.3			Reports			A-53
ARTICLE IX. TAX MATTERS
	SECTION 9.1			Tax Returns and Information			A-53
	SECTION 9.2			Tax Elections			A-53
	SECTION 9.3			Tax Controversies			A-54
	SECTION 9.4			Withholding			A-53
ARTICLE X. ADMISSION OF PARTNERS
	SECTION 10.1			Admission of Initial Limited Partners			A-53
	SECTION 10.2			Admission of Substituted Limited Partners			A-53

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	SECTION 10.3			Admission of Successor General Partner			A-55
	SECTION 10.4			Amendment of Agreement and Certificate of Limited Partnership			A-55
ARTICLE XI. WITHDRAWAL OR REMOVAL OF PARTNERS
	SECTION 11.1			Withdrawal of the General Partner			A-55
	SECTION 11.2			Removal of the General Partner			A-57
	SECTION 11.3			Interest of Departing Partner and Successor General Partner			A-57
	SECTION 11.4			Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages			A-58
	SECTION 11.5			Withdrawal of Limited Partners			A-58
ARTICLE XII. DISSOLUTION AND LIQUIDATION
	SECTION 12.1			Dissolution			A-59
	SECTION 12.2			Continuation of the Business of the Partnership After Dissolution			A-59
	SECTION 12.3			Liquidator			A-59
	SECTION 12.4			Liquidation			A-60
	SECTION 12.5			Cancellation of Certificate of Limited Partnership			A-60
	SECTION 12.6			Return of Contributions			A-61
	SECTION 12.7			Waiver of Partition			A-6l
	SECTION 12.8			Capital Account Restoration			A-61
ARTICLE XIII. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
	SECTION 13.1			Amendments to be Adopted Solely by the General Partner			A-61
	SECTION 13.2			Amendment Procedures			A-62
	SECTION 13.3			Amendment Requirements			A-62
	SECTION 13.4			Special Meetings			A-63
	SECTION 13.5			Notice of a Meeting			A-63
	SECTION 13.6			Record Date			A-63
	SECTION 13.7			Adjournment			A-64
	SECTION 13.8			Waiver of Notice; Approval of Meeting; Approval of Minutes			A-64
	SECTION 13.9			Quorum and Voting			A-64
	SECTION 13.10			Conduct of a Meeting			A-64
	SECTION 13.11			Action Without a Meeting			A-65
	SECTION 13.12			Right to Vote and Related Matters			A-65
ARTICLE XIV. MERGER
	SECTION 14.1			Authority			A-65
	SECTION 14.2			Procedure for Merger or Consolidation			A-66
	SECTION 14.3			Approval by Limited Partners of Merger or Consolidation			A-66
	SECTION 14.4			Certificate of Merger			A-67
	SECTION 14.5			Amendment of Partnership Agreement			A-67
	SECTION 14.6			Effect of Merger			A-67

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ARTICLE XV. RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
	SECTION 15.1			Right to Acquire Limited Partner Interests			A-68
ARTICLE XVI. GENERAL PROVISIONS
	SECTION 16.1			Addresses and Notices			A-69
	SECTION 16.2			Further Action			A-70
	SECTION 16.3			Binding Effect			A-70
	SECTION 16.4			Integration			A-70
	SECTION 16.5			Creditors			A-70
	SECTION 16.6			Waiver			A-70
	SECTION 16.7			Counterparts			A-70
	SECTION 16.8			Applicable Law			A-70
	SECTION 16.9			Invalidity of Provisions			A-70
	SECTION 16.10			Consent of Partners			A-70
	SECTION 16.11			Facsimile Signatures			A-70
ANNEX A							A-1

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	(i) Any negative adjustment made to the Carrying Value of an Adjusted Property as a result of either a Book-Down Event or a Book-Up Event shall first be deemed to offset or decrease that portion of the Carrying Value of such Adjusted Property that is attributable to any prior positive adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.
	(ii) If Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event and the Carrying Value of other property is increased as a result of such Book-Down Event, an allocable portion of any such increase in Carrying Value shall be treated as Additional Book Basis; provided, that the amount treated as Additional Book Basis pursuant hereto as a result of such Book-Down Event shall not exceed the amount by which the Aggregate Remaining Net Positive Adjustments after such Book-Down Event exceeds the remaining Additional Book Basis attributable to all of the Partnership’s Adjusted Property after such Book-Down Event (determined without regard to the application of this clause (ii) to such Book-Down Event).

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	(a) the sum of all cash and cash equivalents of the Partnership Group on hand at the end of such Quarter, less
	(b) the amount of any cash reserves established by the General Partner to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures and for anticipated future credit or other needs of the Partnership Group) subsequent to such Quarter,

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(ii) comply with applicable law or any agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 6.4 or Section 6.5 in respect of any one or more of the next four Quarters; provided, however, that the General Partner may not establish cash reserves pursuant to (iii) above if the effect of such reserves would be that the Partnership is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.

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	(a) as to distributions of Available Cash during the First Year, $0.75 per Common unit and Subordinated unit;
	(b) as to distributions of Available Cash during the Second Year, $0.55 per Common unit and Subordinated unit;

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	(c) as to distributions of Available Cash during the Third Year, $0.575 per Common unit and Subordinated unit;
	(d) as to distributions of Available Cash during the Fourth Year, $0.60 per Common unit and Subordinated unit; and
	(e) as to distributions of Available Cash after the Fourth Year, $0.625 per Common unit and Subordinated unit;

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(a) the first day of any Quarter beginning after the Closing Date in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the four consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded in the aggregate $3.25 per Unit on all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods, provided that during such four-Quarter periods there are no Cumulative Common Unit Arrearages and excluding distributions in

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	respect of any Common Unit Arrearage and (B) the Partnership has sold additional Common Units in an underwritten public offering at a price $36.00 per Common Unit (subject to adjustment as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of Common Units), with total gross proceeds (before deducting underwriting discounts and commissions and expenses of the offering) to the Partnership of not less than $25.0 million.
	(b) at such time as is specified in Section 11.4.

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	(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article IV, Article X, Article XI or Article XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Partnership pursuant to Article XIV; and
	(ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of the Limited Partners or of the Limited Partners of such class or series, as applicable.

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	(i) promptly after becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each year;
	(ii) to obtain a current list of the name and last known business, residence or mailing address of each Partner;
	(iii) to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner;
	(iv) To obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed;
	(v) to obtain true and full information regarding the status of the business and financial condition of the Partnership Group; and
	(vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable.

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	(i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen;
	(ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;
	(iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and
	(iv) satisfies any other reasonable requirements imposed by the General Partner.

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	(i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.
	(ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 10% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.
	(iii) Upon surrender by or on behalf of the Limited Partner, at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, the Limited Partner or his duly authorized representative shall be entitled to receive the payment therefor.
	(iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.

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	(i) Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable Group Member Agreement or governing, organizational or similar documents) of all property owned by (x) any other Group Member classified as a partnership for federal income tax purposes and (y) any other partnership, limited liability company, unincorporated business or other entity classified as a partnership for federal income tax purposes of which a Group Member is, directly or indirectly, a partner or member.
	(ii) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 6.1.
	(iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

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	(iv) Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.
	(v) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery, amortization and Simulated Depletion attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying Value of any Partnership property subject to depreciation, cost recovery, amortization, and Simulated Depletion, any further deductions for such depreciation, cost recovery, amortization attributable to such property shall be determined (A) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment and (B) using a rate of depreciation, cost recovery or amortization derived from the same method and useful life (or, if applicable, the remaining useful life) as is applied for federal income tax purposes; provided, however, that, if the asset has a zero adjusted basis for federal income tax purposes, depreciation, cost recovery, amortization and Simulated Depletion deductions shall be determined using any method that the General Partner may adopt.
	(vi) If the Partnership’s adjusted basis in a depreciable or cost recovery property is reduced for federal income tax purposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction shall, solely for purposes hereof, be deemed to be an additional depreciation or cost recovery deduction in the year such property is placed in service and shall be allocated among the Partners pursuant to Section 6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code shall, to the extent possible, be allocated in the same manner to the Partners to whom such deemed deduction was allocated.

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	(i) First, 100% to the General Partner, in an amount equal to the aggregate Net Losses allocated to the General Partner pursuant to Section 6.1(b)(iii) for all previous taxable years until the aggregate Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to the General Partner pursuant to Section 6.1(b)(iii) for all previous taxable years;
	(ii) Second, to the General Partner and the Unitholders, Pro Rata, in accordance with their respective Percentage Interests, until the aggregate Net Income allocated to such Partners pursuant to this Section 6.1(a)(ii) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to such Partners pursuant to Section 6.1(b)(ii) for all previous taxable years; and
	(iii) Third, the balance, if any, to the General Partner and the Unitholders, Pro Rata, in accordance with their respective Percentage Interests.

	(i) First, to the General Partner and the Unitholders, Pro Rata, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such

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	Partners pursuant to Section 6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);
	(ii) Second, to the General Partner and the Unitholders, Pro Rata, in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); and
	(iii) Third, the balance, if any, 100% to the General Partner.

(i) If a Net Termination Gain is recognized (or deemed recognized pursuant to Section 5.5(d)), such Net Termination Gain shall be allocated among the Partners in the following manner (and the Capital Accounts of the Partners shall be increased by the amount so allocated in each of the following subclauses, in the order listed, before an allocation is made pursuant to the next succeeding subclause):

	(A) First, to each Partner having a deficit balance in its Capital Account, in the proportion that such deficit balance bears to the total deficit balances in the Capital Accounts of all Partners, until each such Partner has been allocated Net Termination Gain equal to any such deficit balance in its Capital Account;
	(B) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x) of this clause (B), until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Capital plus (2) the Minimum Quarterly Distribution for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(i) or Section 6.4(b)(i) with respect to such Common Unit for such Quarter (the amount determined pursuant to this clause (2) is hereinafter defined as the “Unpaid MQD”) plus (3) any then existing Cumulative Common Unit Arrearage;
	(C) Third, if such Net Termination Gain is recognized (or is deemed to be recognized) prior to the conversion of the last Outstanding Subordinated Unit, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x) of this clause (C), until the Capital Account in respect of each Subordinated Unit then Outstanding equals the sum of (1) its Unrecovered Capital, determined for the taxable year (or portion thereof) to which this allocation of gain relates, plus (2) the Minimum Quarterly Distribution for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(iii) with respect to such Subordinated Unit for such Quarter;
	(D) Fourth, to the General Partner and all Unitholders, Pro Rata, in accordance with their respective Percentage Interests, until an amount per Unit has been allocated pursuant to this sub-clause (i)(D) equal to the sum of the excess, if any, of the Distribution Threshold Amount for the amount of Available Cash from Operating Surplus distributed per Common Unit pursuant to Section 6.4 (other than distributions made pursuant to Section 6.4(a)(ii)) calculated for each Quarter during the Second Year;

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	(E) Fifth, to the General Partner and all Unitholders, Pro Rata, in accordance with their respective Percentage Interests, until an amount per Unit has been allocated pursuant to this sub-clause (i)(E) equal to the sum of the excess, if any, of the Distribution Threshold Amount for the Third Year over the amount of Available Cash from Operating Surplus distributed per Common Unit pursuant to Section 6.4 (other than distributions made pursuant to Section 6.4(a)(ii)) calculated for each Quarter during the Third Year;
	(F) Sixth, to the General Partner and all Unitholders, Pro Rata, in accordance with their respective Percentage Interests, until an amount per Unit has been allocated pursuant to this sub-clause (i)(F) equal to the sum of the excess, if any, of the Distribution Threshold Amount for the Fourth Year over the amount of Available Cash from Operating Surplus distributed per Common Unit pursuant to Section 6.4 (other than distributions made pursuant to Section 6.4(a)(ii)) calculated for each Quarter during the Fourth Year;
	(G) Seventh, to the General Partner and all Unitholders, Pro Rata, in accordance with their respective Percentage Interests, until an amount per Unit has been allocated pursuant to this sub-clause (i)(G) equal to the sum of the excess, if any, of the Distribution Threshold Amount after the Fourth Year over the amount of Available Cash from Operating Surplus distributed per Common Unit pursuant to Section 6.4 (other than distributions made pursuant to Section 6.4(a)(ii)) calculated for each Quarter of the Partnership’s existence after the Fourth Year; and
	(H) Finally, any remaining amount (x) to the General Partner in accordance with its Percentage Interest, (y) 24.75% to the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (I).

	(ii) If a Net Termination Loss is recognized (or deemed recognized pursuant to Section 5.5(d)), such Net Termination Loss shall be allocated among the Partners in the following manner:

	(A) First, if such Net Termination Loss is recognized (or is deemed to be recognized) prior to the conversion of the last Outstanding Subordinated Unit, (x) to the General Partner in accordance with its Percentage Interest, and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage equal to the excess of 100% over the percentage applicable to subclause (x) of this clause (A), until the Capital Account in respect of each Subordinated Unit then Outstanding has been reduced to zero;
	(B) Second, (x) to the General Partner in accordance with its Percentage Interest, and (y) to all Unitholders holding Common Units, Pro Rata, a percentage equal to the excess of 100% over the percentage applicable to subclause (x) of this clause (B), until the Capital Account in respect of each Common Unit then Outstanding has been reduced to zero; and
	(C) Third, the balance, if any, 100% to the General Partner.

(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

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	(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
	(iii) Priority Allocations.

	(A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to their Units (on a per Unit basis), then (1) each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Unitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time in which the greater cash or property distribution occurs by (y) the excess of 100 over the General Partner’s Percentage Interest at the time the greater cash or property distribution occurs, times (bb) the sum of the amounts allocated in clause (1) above.
	(B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable year and all previous taxable years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable year and (2) to the General Partner in an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the excess of 100 over the General Partner’s Percentage Interest, times (bb) the sum of the amounts allocated in clause (1) above.

	(iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1 (b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii).
	(v) Gross Income Allocations. In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2 (i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the

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	amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were not in this Agreement.
	(vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners in accordance with their respective Percentage Interests. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.
	(vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.
	(viii) Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.
	(ix) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.
	(x) Economic Uniformity. At the election of the General Partner with respect to any taxable period ending upon, or after, the termination of the Subordination Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to each Partner holding Subordinated Units that are Outstanding as of the termination of such Subordination Period (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the total number of Final Subordinated Units then Outstanding, until each such Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such Final Subordinated Units to an amount equal to the product of (A) the number of Final Subordinated Units held by such Partner and (B) the Per Unit Capital Amount for a Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than the General Partner and its Affiliates immediately prior to the conversion of such Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will be available to the General Partner only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.5(c)(ii) does not otherwise provide such economic uniformity to the Final Subordinated Units.
	(xi) Curative Allocation.

	(A) Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed Allocations

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	so that, to the extent possible, the net amount of items of income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. Notwithstanding the preceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner determines that such allocations are likely to be offset by subsequent Required Allocations.
	(B) The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 6.1(d)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

	(xii) Corrective Allocations. In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

	(A) In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof), the General Partner shall allocate additional items of gross income and gain away from the holders of Incentive Distribution Rights to the Unitholders and the General Partner, or additional items of deduction and loss away from the Unitholders and the General Partner to the holders of Incentive Distribution Rights, to the extent that the Additional Book Basis Derivative Items allocated to the Unitholders or the General Partner exceed their Share of Additional Book Basis Derivative Items. For this purpose, the Unitholders and the General Partner shall be treated as being allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been allocated to the Unitholders or the General Partner under the Partnership Agreement (e.g., Additional Book Basis Derivative Items taken into account in computing cost of goods sold would reduce the amount of book income otherwise available for allocation among the Partners). Any allocation made pursuant to this Section 6.1(d)(xii)(A) shall be made after all of the other Agreed Allocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation of items that have been allocated pursuant to such other Agreed Allocations.
	(B) In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital Accounts of the Partners will equal the amount that would have been the Capital Account balance of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof.
	(C) In making the allocations required under this Section 6.1(d)(xii), the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xii).

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	(xiii) Simulated Depletion. Simulated depletion with respect to each separate oil and gas property shall be allocated to the Partners in proportion to their relative Percentage Interests at the time of acquisition of such property.

	(i) first, to the extent such amount realized constitutes a recovery of the Simulated Basis of the property, to the Partners in the same proportion as the depletable basis of such property was allocated to the Partners pursuant to Section 6.2(b)(without regard to any special allocation of basis under Section 6.2(c)(iii));
	(ii) second, the remainder of such amount realized, if any, to the Partners so that, to the maximum extent possible, the amount realized allocated to each Partner under this Section 6.2(c)(ii) will equal such Partner’s share of the Simulated Gain recognized by the Partnership from such sale or disposition.
	(iii) The Partners recognize that with respect to Contributed Property and Adjusted Property there will be a difference between the Carrying Value of such property at the time of contribution or revaluation, as the case may be, and the adjusted tax basis of such property at that time. All items of tax depreciation, cost recovery, amortization, adjusted tax basis of depletable properties, amount realized and gain or loss with respect to such Contributed Property and Adjusted Property shall be allocated among the Partners to take into account the disparities between the Carrying Values and the adjusted tax basis with respect to such properties in accordance with the provisions of Sections 704(b) and 704(c) of the Code and the Treasury Regulations under those sections; provided, however, that any tax items not required to be allocated under Sections 704(b) or 704(c) of the Code shall be allocated in the same manner as such gain or loss would be allocated for Capital Account purposes under Section 6.1.
	(iv) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of the Agreement.

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	(i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.
	(ii) (A) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(d)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.
	(iii) The General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.

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	(i) First, to the General Partner and the Unitholders holding Common Units, Pro Rata, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;
	(ii) Second, to the General Partner and the Unitholders holding Common Units, Pro Rata, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter;
	(iii) Third, to the General Partner and the Unitholders holding Subordinated Units, Pro Rata, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;
	(iv) Fourth, to the General Partner and all Unitholders, Pro Rata, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the then applicable Distribution Threshold Amount over the Minimum Quarterly Distribution for such Quarter; and
	(v) Thereafter, (A) to the General Partner in accordance with its Percentage Interest, (B) 24.75% to the holders of the Incentive Distribution Rights, Pro Rata, and (C) to all Unitholders, Pro Rata, a percentage equal to the excess of 100% over the sum of the percentages applicable to subclauses (A) and (B) of this clause (v);

	(i) First, 100% to the General Partner and the Unitholders, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the then applicable Distribution Threshold Amount for such Quarter; and
	(ii) Second, (A) to the General Partner in accordance with its Percentage Interest, (B) 24.75% to the holders of the Incentive Distribution Rights, Pro Rata, and (C) to all Unitholders, Pro Rata, a percentage equal to the excess of 100% over the sum of the percentages applicable to subclauses (A) and (B) of this clause (ii);

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	(i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Partnership Securities, and the incurring of any other obligations;
	(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;
	(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3);

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	(iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6, the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
	(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);
	(vi) the distribution of Partnership cash;
	(vii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
	(viii) the maintenance of insurance for the benefit of the Partnership Group and the Partners;
	(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
	(x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
	(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
	(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.8);
	(xiii) the purchase, sale or other acquisition or disposition of Partnership Securities, or the issuance of additional options, rights, warrants and appreciation rights relating to Partnership Securities;
	(xiv) the undertaking of any action in connection with the Partnership’s participation in any Group Member; and
	(xv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership.

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	(i) The General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;
	(ii) The General Partner transfers all of its rights as General Partner pursuant to Section 4.6;
	(iii) The General Partner is removed pursuant to Section 11.2;
	(iv) The General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its properties;
	(v) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or
	(vi) (A) in the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General Partner.

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	(a) an election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;
	(b) the entry of a decree of judicial dissolution of the Partnership;
	(c) an Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and an Opinion of Counsel is received as provided in Section 11.1(b) or Section 11.2 and such successor is admitted to the Partnership pursuant to Section 10.3; or
	(d) at any time that there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act.

	(i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII;
	(ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and
	(iii) the successor General Partner shall be admitted to the Partnership as the General Partner, effective as of the Event of Withdrawal, by agreeing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

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	(a) The assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.
	(b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.
	(c) All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

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	(a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;
	(b) admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;
	(c) a change that the General Partner determines to be necessary or advisable to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
	(d) a change that the General Partner determines, (i) does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, (ii) to be necessary or advisable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.10 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;
	(e) a change in the fiscal year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Partnership including, if the General Partner shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be made by the Partnership;
	(f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the

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	provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
	(g) an amendment that the General Partner determines to be necessary or appropriate in connection with the authorization of issuance of any class or series of Partnership Securities pursuant to Section 5.6;
	(h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone;
	(i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;
	(j) an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4;
	(k) a merger or conveyance pursuant to Section 14.3(d); or
	(l) any other amendments substantially similar to the foregoing.

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	(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
	(b) the name and jurisdiction of formation or organization of each entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
	(c) the terms and conditions of the proposed merger or consolidation;
	(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity, the cash, property interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such general or limited interests, securities or rights are to receive in exchange for, or upon conversion of their general or limited partner interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
	(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of each Surviving Business Entity to be effected by such merger or consolidation;
	(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of merger and stated therein); and
	(g) such other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or appropriate.

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(i) all of the rights, titles, interests, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be allocated to and vested in the Surviving Business Entities as provided in the Merger Agreement

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	and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity, without further act or deed and without any transfer having occurred.
	(ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;
	(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and
	(iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entities and each such Surviving Business Entity shall be the primary obligor for the debts, liabilities and duties allocated to it and, except as provided in the Merger Agreement or as otherwise provided by law or contract, no other party to the merger, other than an entity liable thereon at the time of the merger, shall be liable thereafter.

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	GENERAL PARTNER:
	Ensource Energy LLC,

	By:

	Name:
	Title:
	ORGANIZATIONAL LIMITED PARTNER:
	Scott W. Smith

	By:

	Name:
	Title:

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	LIMITED PARTNERS:
	All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to the General Partner or without execution hereof pursuant to Section 10.21(a).

	By:

	Name:
	Title:
	All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to the Genera Partner or without execution hereof pursuant to Section 10.2(a) hereof.

	By:

	Name:
	Title:

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No.	_________________ Common Units

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Dated: _____________________________________				Ensource Energy Income Fund LP
Countersigned and Registered by:				By:		Ensource Energy LLC,
						its General Partner
ComputerShare Trust Company, Inc. Denver, Colorado
as Transfer Agent and Registrar
By:				By:
Authorized Signature				Name:
				By:
				Secretary

TEN COM —		as tenants in common		UNIF GIFT/TRANSFERS MIN ACT
TEN ENT —		as tenants by the entireties		Custodian
				(Cust) (Minor)
JT TEN —		as joint tenants with right of survivorship and not as tenants in common		under Uniform Gifts/Transfers to CD Minors Act (State)
Additional abbreviations, though not in the above list, may also be used.

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(Please print or typewrite name and address of Assignee)		(Please insert Social Security or other identifying number of Assignee)

Date:		NOTE:		The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15		______________ (Signature) ______________ (Signature)

Signature(s) Guaranteed

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	(a) the sum of:

	(1) all cash and cash equivalents of the Partnership and its subsidiaries on hand at the end of such quarter, less

	(b) the amount of any cash reserves established by the General Partner to:

	(1) provide for the proper conduct of the business of the Partnership and its subsidiaries (including reserves for future capital expenditures and for anticipated future credit or other needs of the Partnership and its subsidiaries) subsequent to such quarter;
	(2) comply with applicable law or any agreement or obligation to which Partnership and its subsidiaries is a party or bound by or its assets are subject; and
	(3) provide funds for distributions in respect of any one or more of the next four quarters;

B-1

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	(a) the sum of:

	(1) $10.0 million;
	(2) all cash and cash equivalents of the Partnership (including cash to which the Partnership succeeded to as a result of the merger), on hand as of the close of business on the date of the consummation of the Offer (less cash to be contributed by the General Partner on the date of the consummation of the Offer), but excluding cash of the Partnership to the extent required to pay the cash consideration of the Offer and the excess of the cash contributed by the General Partner on the date of the consummation of the Offer pursuant to the Contribution Agreement (as defined in the partnership agreement), over the $50,000 purchase price of the Warrant and $8.6 million;
	(3) all cash receipts of the Partnership and its subsidiaries for the period beginning on the date of the consummation of the Offer and ending on the last day of such period, other than cash receipts from interim capital transactions; and
	(4) all cash receipts of the Partnership and its subsidiaries after the end of such period but on or before the date of determination of operating surplus with respect to such period resulting from working capital borrowings, less

	(b) the sum of:

	(1) operating expenditures for the period beginning on the date of the consummation of the Offer and ending on the last day of such period; and
	(2) the amount of cash reserves established by the General Partner to provide funds for future operating expenditures;

	(a) the first day of any quarter beginning after the date of the consummation of the exchange in respect of which:

	(1) distributions of available cash from operating surplus on each of the outstanding common units and subordinated units and any other outstanding units that are senior or equal in right of

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	distribution to the subordinated units with respect to each of the four consecutive, non-overlapping four-quarter periods immediately preceding such date equaled or exceeded in the aggregate $3.25 per unit on all outstanding common units and subordinated units and any other outstanding units that are senior or equal in right of distribution to the subordinated units during such periods, provided that during such four-quarter periods there are no cumulative common unit arrearages and excluding distributions in respect of any common unit arrearage; and
	(2) the Partnership has sold additional common units in an underwritten public offering at a price $36.00 per common unit (subject to adjustment as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of common units), with total gross proceeds (before deducting underwriting discounts and commissions and expenses of the offering) to the Partnership of not less than $25.0 million.

	(b) the date on which the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and units held by the General Partner and it affiliates are not voted in favor of such removal.

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Item 20.	Indemnification of Directors and Officers.

Item 21.	Exhibits and Financial Statement Schedules.

Exhibit
Number						Description
	3	.1†		—		Certificate of Limited Partnership of Ensource Energy Income Fund LP (incorporated by reference to Exhibit 3.1 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on June 23, 2005)
	3	.2†		—		Certificate of Correction to Certificate of Limited Partnership of Ensource Energy Income Fund LP (incorporated by reference to Exhibit 3.2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on June 23, 2005)
	3	.3†		—		Certificate of Amendment to Certificate of Limited Partnership of Ensource Energy Income Fund LP
	3	.4*		—		Form of Amended and Restated Agreement of Limited Partnership of Ensource Energy Income Fund LP (included as Annex A to the Prospectus)
	3	.5†		—		Certificate of Formation of Ensource Reserves Management LLC (incorporated by reference to Exhibit 3.8 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on June 23, 2005)
	3	.6†		—		Form of Limited Liability Company Agreement of Ensource Reserves Management LLC (incorporated by reference to Exhibit 3.11 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on October 17, 2005)
	3	.7†				Form of Amended and Restated Limited Liability Company Agreement of Ensource Reserves Management LLC
	3	.8†		—		Certificate of Formation of Ensource Energy LLC
	3	.9†		—		Limited Liability Company Agreement of Ensource Energy LLC
	3	.10†		—		Form of Amended and Restated Limited Liability Company Agreement of Ensource Energy LLC
	3	.11†		—		Form of specimen unit certificate for the common units (incorporated by reference to Exhibit 3.12 to Amendment No. 4 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on November 15, 2005)
	5	.1†		—		Opinion of Andrews Kurth LLP as to the legality of the securities being registered (incorporated by reference to Exhibit 5.1 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on October 17, 2005)
	8	.1*		—		Opinion of Andrews Kurth LLP relating to tax matters
	10	.1†		—		Form of Warrant to Purchase Common Units issued by Ensource Energy Income Fund LP in favor of Ensource Energy LLC
	10	.2†		—		Form of Conveyance of Net Profits Overriding Royalty Interest, by Ensource Reserves Management LLC, in favor of Ensource Energy Income Fund LP (incorporated by reference to Exhibit 10.4 to Amendment No. 1 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on September 15, 2005)

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Exhibit
Number						Description
	10	.3†		—		Form of Agreement and Plan of Merger by and between Ensource Energy Income Fund LP and Eastern American Natural Gas Trust (for Partnership Merger) (incorporated by reference to Exhibit 10.5 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on October 17, 2005)
	10	.4†		—		Form of Agreement and Plan of Merger by and between Merger Sub, a subsidiary of the Partnership, and Eastern American Natural Gas Trust (for Subsidiary Merger) (incorporated by reference to Exhibit 10.7 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on October 17, 2005)
	10	.5†		—		Subscription Agreement, dated May 1, 2006 by and among Ensource Energy, LLC, Lehman Brothers Inc., The Ospraie Fund L.P., Ospraie Special Opportunities L.P., and Ospraie Special Opportunities (Offshore) Master Alternative LLC, RTR Energy Fund I, LP, Scott W. Smith, Marshall M. Eubank, George K. Hickox, Jr., Jon C. Hughes, Loren B. Singletary and J. Thomas Eubank
	10	.6†		—		Common Unit Purchase Agreement by and between Third Point Partners LP and Third Point Partners Qualified, L.P. and Ensource Energy Income Fund LP
	10	.7†		—		Form of Participation Agreement, dated May 1, 2006 by and among Ensource Energy LLC and Third Point Partners LP and Third Point Partners Qualified, L.P.
	10	.8†		—		Form of Employment Agreement with Scott W. Smith
	10	.9†		—		Form of Employment Agreement with Marshall M. Eubank
	23	.1*		—		Consent of Hein & Associates LLP
	23	.2†		—		Consent of Andrews Kurth LLP (contained in Exhibit 5.1)
	23	.3†		—		Consent of Andrews Kurth LLP (contained in Exhibit 8.1)
	24	.1†		—		Powers of Attorney
	99	.1*		—		Form of Letter of Transmittal
	99	.2*		—		Form of Letter to Clients
	99	.3*		—		Form of Letter to Brokers and Banking Institutions
	99	.4*		—		Form of Notice of Guaranteed Delivery
	99	.5*		—		Form of Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
	99	.6*		—		Form of FIRPTA Certificate
	99	.7†		—		Form of Exchange Agent Agreement (incorporated by reference to Exhibit 99.7 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed October 17, 2005)
	99	.8†		—		Form of Stock Transfer Agency Agreement (incorporated by reference to Exhibit 99.8 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed October 17, 2005)
	99	.9†		—		Consent of J. Robert Chambers
	99	.10†				Consent of John Duryea
	99	.11†				Consent of Richard Zepernick, Jr.
	99	.12†		—		Form of Notice of Direct Registration (incorporated by reference to Exhibit 99.13 to Amendment No. 3 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on November 4, 2005)
	99	.13†		—		Form of letter to NGT Unitholders (incorporated by reference to Exhibit 99.14 to Amendment No. 4 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on November 15, 2005)

†	Previously filed

*	Filed herewith

**	To be filed by amendment

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Item 22.	Undertakings.

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
	(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the Form F-3.

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	ENSOURCE ENERGY INCOME FUND LP

	By:	Ensource Energy LLC

	its general partner

	By:	/s/ Scott W. Smith

	Name: Scott W. Smith

	Title:	President

Signature				Name/ Title		Date
/s/ Marshall M. Eubank   Marshall M. Eubank				Executive Vice President and Chief Financial Officer		June 30, 2006
/s/ Scott W. Smith   Scott W. Smith				President, Chief Executive Officer and Director		June 30, 2006
*   Mark J. Warner				Director		June 30, 2006
*   Jacob Roorda				Director		June 30, 2006
S.P. Johnson IV				Director
*By		/s/ Scott W. Smith   Scott W. Smith Attorney-in-fact

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Exhibit
Number						Description
	3	.1†		—		Certificate of Limited Partnership of Ensource Energy Income Fund LP (incorporated by reference to Exhibit 3.1 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on June 23, 2005)
	3	.2†		—		Certificate of Correction to Certificate of Limited Partnership of Ensource Energy Income Fund LP (incorporated by reference to Exhibit 3.2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on June 23, 2005)
	3	.3†		—		Certificate of Amendment to Certificate of Limited Partnership of Ensource Energy Income Fund LP
	3	.4*		—		Form of Amended and Restated Agreement of Limited Partnership of Ensource Energy Income Fund LP (included as Annex A to the Prospectus)
	3	.5†		—		Certificate of Formation of Ensource Reserves Management LLC (incorporated by reference to Exhibit 3.8 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on June 23, 2005)
	3	.6†		—		Form of Limited Liability Company Agreement of Ensource Reserves Management LLC (incorporated by reference to Exhibit 3.11 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on October 17, 2005)
	3	.7†				Form of Amended and Restated Limited Liability Company Agreement of Ensource Reserves Management LLC
	3	.8†		—		Certificate of Formation of Ensource Energy LLC
	3	.9†		—		Limited Liability Company Agreement of Ensource Energy LLC
	3	.10†		—		Form of Amended and Restated Limited Liability Company Agreement of Ensource Energy LLC
	3	.11†		—		Form of specimen unit certificate for the common units (incorporated by reference to Exhibit 3.12 to Amendment No. 4 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on November 15, 2005)
	5	.1†		—		Opinion of Andrews Kurth LLP as to the legality of the securities being registered (incorporated by reference to Exhibit 5.1 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on October 17, 2005)
	8	.1*		—		Opinion of Andrews Kurth LLP relating to tax matters
	10	.1†		—		Form of Warrant to Purchase Common Units issued by Ensource Energy Income Fund LP in favor of Ensource Energy LLC
	10	.2†		—		Form of Conveyance of Net Profits Overriding Royalty Interest, by Ensource Reserves Management LLC, in favor of Ensource Energy Income Fund LP (incorporated by reference to Exhibit 10.4 to Amendment No. 1 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on September 15, 2005)
	10	.3†		—		Form of Agreement and Plan of Merger by and between Ensource Energy Income Fund LP and Eastern American Natural Gas Trust (for Partnership Merger) (incorporated by reference to Exhibit 10.5 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on October 17, 2005)
	10	.4†		—		Form of Agreement and Plan of Merger by and between Merger Sub, a subsidiary of the Partnership, and Eastern American Natural Gas Trust (for Subsidiary Merger) (incorporated by reference to Exhibit 10.7 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on October 17, 2005)
	10	.5†		—		Subscription Agreement, dated May 1, 2006 by and among Ensource Energy, LLC, Lehman Brothers Inc., The Ospraie Fund L.P., Ospraie Special Opportunities L.P., and Ospraie Special Opportunities (Offshore) Master Alternative LLC, RTR Energy Fund I, LP, Scott W. Smith, Marshall M. Eubank, George K. Hickox, Jr., Jon C. Hughes, Loren B. Singletary and J. Thomas Eubank
	10	.6†		—		Common Unit Purchase Agreement by and between Third Point Partners LP and Third Point Partners Qualified, L.P. and Ensource Energy Income Fund LP

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Exhibit
Number						Description
	10	.7†		—		Form of Participation Agreement, dated May 1, 2006 by and among Ensource Energy LLC and Third Point Partners LP and Third Point Partners Qualified, L.P.
	10	.8†		—		Form of Employment Agreement with Scott W. Smith
	10	.9†		—		Form of Employment Agreement with Marshall M. Eubank
	23	.1*		—		Consent of Hein & Associates LLP
	23	.2†		—		Consent of Andrews Kurth LLP (contained in Exhibit 5.1)
	23	.3†		—		Consent of Andrews Kurth LLP (contained in Exhibit 8.1)
	24	.1†		—		Powers of Attorney
	99	.1*		—		Form of Letter of Transmittal
	99	.2*		—		Form of Letter to Clients
	99	.3*		—		Form of Letter to Brokers and Banking Institutions
	99	.4*		—		Form of Notice of Guaranteed Delivery
	99	.5*		—		Form of Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
	99	.6*		—		Form of FIRPTA Certificate
	99	.7†		—		Form of Exchange Agent Agreement (incorporated by reference to Exhibit 99.7 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed October 17, 2005)
	99	.8†		—		Form of Stock Transfer Agency Agreement (incorporated by reference to Exhibit 99.8 to Amendment No. 2 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed October 17, 2005)
	99	.9†		—		Consent of J. Robert Chambers
	99	.10†				Consent of John Duryea
	99	.11†				Consent of Richard Zepernick, Jr.
	99	.12†		—		Form of Notice of Direct Registration (incorporated by reference to Exhibit 99.13 to Amendment No. 3 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on November 4, 2005)
	99	.13†		—		Form of letter to NGT Unitholders (incorporated by reference to Exhibit 99.14 to Amendment No. 4 of the Partnership’s Registration Statement on Form S-4 (File No. 333-126068), filed on November 15, 2005)

†	Previously filed

*	Filed herewith