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NGT > SEC Filings for NGT > Form 8-K on 30-Oct-2012All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statemen

Item 1.01 Entry into a Material Definitive Agreement.

On October 24, 2012, the registrant (the "Trust") entered into a Purchase and Sale Agreement, dated October 24, 2012 (the "Agreement"), with Softvest, LP, a Delaware limited partnership ("Softvest"). Pursuant to the Agreement, the Trust will sell the Royalty NPI to Softvest at closing for $6.5 million, subject to reduction for changes in the price of natural gas prior to closing and defects in title to the Royalty NPI, if any.

As previously disclosed, The Bank of New York Mellon Trust Company, N.A., as Trustee of the Trust (the "Trustee") is required by the terms of the Amended and Restated Trust Agreement governing the Trust (the "Trust Agreement") to cause the sale of the Royalty NPI. The Trustee engaged, Inc. ("EnergyNet") to market the Royalty NPI and conduct an auction of the Royalty NPI. Softvest was the winning bidder. Pursuant to the terms of the Trust's agreement with EnergyNet, the Trust will pay EnergyNet a fee equal to 4.0% of the first $2 million of the sales price, and an additional 2.0% of the amount of the sales price in excess of $2 million.

Pursuant to the Trust Agreement, the sponsor of the Trust, Energy Corporation of America ("ECA") holds a right of first refusal to purchase the Royalty NPI on the same terms offered by Softvest. The Trust is required to reimburse Softvest for up to $25,000 of expenses if ECA exercises its right of first refusal. The Trust expects to incur additional expenses in connection with the sale of the Royalty NPI.

Based on filings made by Softvest with the Securities and Exchange Commission, Softvest is the holder of approximately 5.95% of the Trust's outstanding units of beneficial interest.

In 2007 an affiliate of Softvest purchased all or substantially all of the assets of Santa Fe Energy Trust, a trust created under the laws of the State of Texas that terminated in early 2008. The Bank of New York Mellon Trust Company, N.A. also served as trustee of Santa Fe Energy Trust.

The description of the Agreement under this Item 1.01 is qualified in its entirety by reference to the Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Purchase and Sale Agreement with Softvest, LP, dated October 24, 2012.

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