AGREEMENT AND PLAN OF MERGER
(Ensource Energy Income Fund LP)
This Agreement and Plan of Merger, dated as of , 2005 (this Agreement), is entered into by and among Ensource Energy Income Fund LP, a Delaware limited partnership (the Partnership), and Eastern American Natural Gas Trust, a Delaware statutory trust (NGT). In this Agreement, each of the Partnership and NGT is individually referred to as a Party, and those entities are collectively referred to as the Parties.
W I T N E S S E T H:
WHEREAS, the Partnership, through Ensource Energy Partners, LP, a Delaware limited partnership and the Partnerships sole general partner (the General Partner), has implemented a plan to acquire NGT (the Acquisition Plan), and in furtherance of such Acquisition Plan, has effected an exchange offer pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission (Commission File No. 333-126068) pursuant to which the Partnership has offered to exchange depositary units of NGT for common units of the Partnership on a one for one basis (the Exchange Offer); and
WHEREAS, as a result of the Exchange Offer, the Partnership has accepted for exchange, and owns, a total of ___depositary units representing more than 50% of the outstanding trust units of NGT, and in furtherance of the Acquisition Plan and in accordance with that certain Second Amended and Restated Trust Agreement of Eastern American Natural Gas Trust, dated January 1, 1993, by and among Eastern American Energy Corporation, JPMorgan Chase Bank, as successor-in-interest to Bank of Montreal Trust Company and trustee (the Trustee), and Wilmington Trust Company (the Trust Agreement), the Partnership intends to effect the merger of NGT with and into the Partnership, with the Partnership continuing as the surviving entity of such merger in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, the General Partner deems it advisable and in the best interest of the Partnership and its limited partners to effect the contemplated merger, and in connection therewith the General Partner has authorized, approved and adopted this Agreement; and
WHEREAS, the Partnership, being a trust unitholder of NGT qualified to call a special meeting of trust unitholders, has exercised its rights under the Trust Agreement to call a special meeting of trust unitholders of NGT for the purpose of approving and adopting this Agreement and the transactions contemplated herein and to effect the Merger (as defined below); and
WHEREAS, the Trust Agreement requires a vote of at least 50% of all trust units of NGT in favor of the Merger (as defined below); and
WHEREAS, the Partnership holds more than 50% of all trust units of NGT, has agreed to vote in favor of the Merger (as defined below) and, therefore, does not intend to solicit proxies from the other holders of NGT trust units; and