ARTICLE 1
DEFINITIONS

     SECTION 1.01 Definitions. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     Affiliate: with respect to any Person, which, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Person specified. For the purpose of this definition, the terms ?controls or is controlled by, or is under common control? shall mean the possession, directly or indirectly, of the power to direct or cause direction of management or policies (whether through ownership of securities or any membership or partnership or other interest, by contract or otherwise) of a Person.

     Advance Indemnification Payment: as defined in Section 6.11.

     Agreement: as defined in the preamble hereto.

     Amended Registration Statement: as defined in Section 6.03.

     Associates: with respect to any Person, any officer, director or employee of such Person and such officer?s, director?s or employee?s spouse, heirs, executors, administrators, testamentary trustees, legatees or beneficiaries.

     Benefit Plan: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which a Transaction Party or a Commonly Controlled Entity is (or, if such Benefit Plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an ?employer? as defined in Section 3(5) of ERISA.

     Closing: as defined in Section 2.04.

     Closing Date: as defined in Section 2.04.

     Code: the Internal Revenue Code of 1986, as amended from time to time, the regulations thereunder and publicly available interpretations thereof.

     Commonly Controlled Entity: an entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001 of ERISA or is part of a group that includes the Company and that is treated as a single employer under Section 414 of the Code.

     Company: as defined in the preamble hereto.

     Constituent Documents: collectively, the certificates of formation of the Company and the Fund, the Existing LLC Agreement, the LLC Agreement and the Fund Partnership Agreement, in each case, together with all amendments, corrections and supplements thereto.

     Damages: as defined in Section 6.11.

     Defensible Title: good and indefeasible title, free and clear of all Liens other than Permitted Liens.

     Depositary Units: as defined in the recitals hereto.

     Employment Agreements: those certain Employment Agreements to be executed concurrently herewith, between the Company and each of Scott W. Smith and Marshall M. Eubank, respectively, in each case, in form and substance acceptable to the Institutional Investors.

     ERISA: the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.

     Exchange Act: the Securities Exchange Act of 1934, as amended.

     Existing LLC Agreement: that certain Limited Liability Company Agreement of the Company dated as of April 24, 2006.

     Filed Fund SEC Report: as defined in Section 3.07(b).

     Fund: as defined in the recitals.

     Fund Common Units: as defined in the recitals.

     Fund Partnership Agreement: that certain Agreement of Limited Partnership of the Fund, as amended, in form and substance acceptable to the Institutional Investors.

     Fund SEC Reports: as defined in Section 3.07(b).

     Fund Subordinated Units: as defined in the recitals.

     GAAP: as defined in Section 3.07(b).

     Governmental Entity: any court or tribunal in any jurisdiction (domestic or foreign) or any governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality (domestic or foreign).

     Indemnified Party: as defined in Section 6.11.

     Institutional Investors: collectively, Lehman and Ospraie.

     Investor(s): as defined in the preamble hereto.

     Investor Board Designees: Messrs. J. Robert Chambers, Richard G. Zepernick, Jr. and John Duryea.

     Law: any statute, law, rule or regulation or any judgment, order, writ, injunction or decree of any Governmental Entity.

     Lien: any mortgage; lien (statutory or other); other security agreement, arrangement or interest; hypothecation, pledge or other deposit arrangement; assignment; charge; levy; executory seizure; attachment; garnishment; encumbrance (including any easement, exception, reservation or limitation, right of way, and the like); conditional sale, title retention, voting agreement or other similar agreement, arrangement, device or restriction; preemptive or similar right; the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction;

restriction on sale, transfer, assignment, disposition or other alienation; or any option, equity, claim or right of or obligation to any other Person of whatever kind and character; provided, however, that the term ?Lien? shall not include any of the foregoing to the extent created by this Agreement or any other Transaction Document.

     LLC Agreement: that certain Amended and Restated Limited Liability Company Agreement of the Company to be entered into concurrently with the Closing.

     Management Investor: as defined in Article IV.

     Material Adverse Change: a material adverse change in any of (a) the business, operations, assets, liabilities, properties, financial condition or results of operations of the Company, Fund or the Trust or (b) the legality, validity or enforceability of this Agreement or any of the other Transaction Documents or the rights or remedies of the Investors hereunder or thereunder.

     Material Adverse Effect: an effect that results in or causes, or could reasonably be expected to result in or cause, a Material Adverse Change.

     Member: as defined in the LLC Agreement.

     Membership Interest: as defined in the LLC Agreement.

     Merger: the merger the Company intends to effect after consummation of the Tender Offer in which the Trust will either (i) be merged with and into the Fund and the Fund will be the surviving entity or (ii) alternatively, be merged with and into a newly formed wholly owned subsidiary of the Fund in which the Trust will be the surviving entity.

     Merger Agreement: the merger agreement pursuant to which the Fund will effect the Merger, in form and substance acceptable to the Institutional Investors.

     Merger Documents: collectively, the Merger Agreement and each other agreement, instrument or other document made, executed or delivered in connection with the Merger.

     Multiemployer Plan: a Benefit Plan that is a multiemployer plan as defined in Section 4001(a)(3)of ERISA.

     Officer?s Certificate: a certificate signed in the name of the Company, by the Chief Executive Officer of the Company.

     Person: an individual, corporation, trust, partnership, limited liability company, joint venture, unincorporated organization, government body or any agency or political subdivision thereof, or any other entity.

     Prospectus Supplement: as defined in the recitals hereto.

     Proceedings: all proceedings, actions, claims, suits, investigations and inquiries by or before any arbitrator or Governmental Entity.

     Prospectus: as defined in the recitals hereto.

     Purchase: as defined in Section 2.01.

     Purchase Price: as defined in Section 2.03(a).

     Registration Statement: as defined in the recitals.

     Schedule TO: as defined in Section 3.07(b).

     SEC: the United States Securities and Exchange Commission.

     Securities Act: the Securities Act of 1933, as amended.

     Single Employer Plan: any Benefit Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

     Subsidiary: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

     Tax Affiliate: with respect to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.

     Tax Returns: as defined in Section 3.16.

     Tender Offer: as defined in the recitals hereto.

     Tender Offer Documents: collectively, the Registration Statement, the Amended Registration Statement, the Prospectus, each Prospectus Supplement, and each other agreement, instrument, certificate or other document made, executed or delivered in connection with the Tender Offer, as the same may be amended in accordance herewith.

     Third Point: Third Point Partners LP and Third Point Partners Qualified LP.

     Third Point Agreements: collectively, the Third Point Purchase Agreement and that certain Participation Agreement dated as of May 1, 2006 between the Company and Third Point.

     Third Point Purchase Agreement: that certain Common Unit Purchase Agreement, dated as of May 1, 2006, including the exhibits and schedules thereto, between the Fund and Third Point, in form and substance acceptable to the Institutional Investors.

     Third Point Used Commitment Amount: an amount equal to $71,500,000.

     Transactions: the transactions contemplated by this Agreement and each of the Transaction Documents.

     Transaction Documents: collectively, each of this Agreement, the LLC Agreement, the Employment Agreements, the Third Point Agreements, the Fund Partnership Agreement and the Tender Offer Documents.

     Transaction Parties: collectively, the Company and the Fund.
     Trust: as defined in the recitals hereto.

     Trust Agreement: the Second Amended and Restated Trust Agreement of Eastern American Natural Gas Trust dated January 1, 1993 among Eastern American Energy Corporation, Bank of Montreal Trust Company and Wilmington Trust Company.

     Trust SEC Report: as defined in Article IV.

     Underlying Properties: the approximately 671 producing gas wells located in Western Virginia and Pennsylvania owned by Eastern American Energy Corporation.

ARTICLE II.
PURCHASE AND SALE OF MEMBERSHIP INTERESTS

     SECTION 2.01 Purchase and Sale of Membership Interests. (a) On the Closing Date and upon the terms and subject to the conditions hereof, each Investor, severally and not jointly, hereby subscribes for and agrees to purchase from the Company (the ?Purchase?), and the Company agrees to issue and sell to each of the Investors, in exchange for the initial capital contribution, a Membership Interest with the Sharing Ratio set forth opposite such Investor?s name below:

		Initial Capital
Investor:		Contribution:				Sharing Ratio:
Lehman Brothers Inc.		$	18,700,000				46.75000	%
OF		$	13,090,000				32.72500	%
OSO		$	3,814,800				9.53700	%
OSO Offshore		$	1,795,200				4.48800	%
Scott W. Smith		$	600,000				1.50000	%
Loren B. Singletary		$	350,000				0.87500	%
J. Thomas Eubank		$	250,000				0.62500	%
Jon C. Hughes		$	250,000				0.62500	%
Marshall M. Eubank		$	400,000				1.00000	%
George K. Hickox, Jr.		$	500,000				1.25000	%
RTR Fund I, LP		$	250,000				0.62500	%
Total:		$	40,000,000				100.00000	%

     (b) If one or more of the Investors fails to timely purchase all of the Membership Interest such Investor is entitled to purchase (such Membership Interest, the ?Additional Securities?), the Company shall, prior to the Closing, offer the Additional Securities to each of the Institutional Investors on a pro rata basis based on their Sharing Ratios. If an Institutional Investor does not wish to purchase Additional Securities, the other Institutional Investor may purchase such Additional Securities. If any such Institutional Investor subscribes for and purchases any Additional Securities, such Institutional Investor?s Sharing Ratio set forth in Section 2.01 shall be adjusted accordingly.

     SECTION 2.02 Conditions Precedent to the Obligations of each Investor. Each Investor?s obligation to purchase Membership Interests hereunder on the Closing Date is subject to the

satisfaction (or waiver by each of Lehman and Ospraie) on or before the Closing Date, of the conditions contained in this Section 2.02:

     (a) The representations and warranties of the Company contained in Article III and Article IV of this Agreement and of the Management Investors in Article IV shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date (except that representations and warranties made as of a specific date need be true only as of that date);