Exhibit 10.2

Execution Version

CONTRIBUTION AGREEMENT

AMONG

EQUITABLE PRODUCTION COMPANY

EQUITABLE GATHERING EQUITY, LLC

PINE MOUNTAIN OIL AND GAS, INC.

AND

NORA GATHERING, LLC

Dated as of April 13, 2007

TABLE OF CONTENTS

		Page

ARTICLE 1 ASSETS CONTRIBUTION		1
Section 1.1	Contribution of Assets	1
Section 1.2	Assets	2
Section 1.3	Excluded Assets	2
Section 1.4	Certain Definitions	3
Section 1.5	Effective Time; Proration of Costs and Revenues	6
Section 1.6	Intentions of the Parties	7

ARTICLE 2 CASH CONTRIBUTION, DISTRIBUTIONS AND LOANS		7
Section 2.1	Cash Contribution	7
Section 2.2	Effective Time Adjustment	7
Section 2.3	Cash Distributions and Loans	9
Section 2.4	Capital Account Balances	9

ARTICLE 3 TITLE MATTERS		9
Section 3.1	Title	9
Section 3.2	Definitions of Defensible Title and Permitted Encumbrances	10
Section 3.3	Notice of Asserted Title Defects; Defect Adjustments	12
Section 3.4	Consents to Assignment and Preferential Rights to Purchase	15
Section 3.5	Casualty or Condemnation Loss	16

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF EQUITABLE		16
Section 4.1	Disclaimers	16
Section 4.2	EPC	18
Section 4.3	EGEL	18
Section 4.4	Liability for Brokers’ Fees	19
Section 4.5	Consents, Approvals or Waivers	19
Section 4.6	Litigation	20
Section 4.7	Taxes	20
Section 4.8	Environmental Laws	20
Section 4.9	Compliance with Laws	21
Section 4.10	Contracts	21
Section 4.11	Permits, etc.	21
Section 4.12	Outstanding Capital Commitments	21
Section 4.13	Abandonment	21
Section 4.14	Condition of Equipment, etc.	22
Section 4.15	Payments of Property Costs	22
Section 4.16	Absence of Certain Events	22
Section 4.17	Regulatory Matters	22
Section 4.18	Information	22
Section 4.19	Sole Member	22

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PMOG		22
Section 5.1	Existence and Qualification	22
Section 5.2	Power	23
Section 5.3	Authorization and Enforceability	23
Section 5.4	No Conflicts	23
Section 5.5	Liability for Brokers’ Fees	23
Section 5.6	Consents, Approvals or Waivers	23
Section 5.7	Litigation	24
Section 5.8	Financing	24
Section 5.9	Independent Investigation	24
Section 5.10	Equitable Information	24

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		24
Section 6.1	Existence and Qualification	24
Section 6.2	Valid Issuance	25
Section 6.3	Power	25
Section 6.4	Authorization and Enforceability	25
Section 6.5	No Conflicts	25
Section 6.6	Consents, Approvals or Waivers	25
Section 6.7	Litigation	26

ARTICLE 7 COVENANTS OF THE PARTIES		26
Section 7.1	Access	26
Section 7.2	Indemnity Regarding Access	26
Section 7.3	Pre-Closing Notifications	26
Section 7.4	Confidentiality, Public Announcements	27
Section 7.5	Governmental Reviews	28
Section 7.6	Tax Matters	28
Section 7.7	Further Assurances	30
Section 7.8	Assumption of Obligations	30
Section 7.9	Pipeline Agreement	30
Section 7.10	Operation of Assets	31
Section 7.11	Financial Information	31
Section 7.12	Termination of Gas Gathering Agreement	31

ARTICLE 8 CONDITIONS TO CLOSING		32
Section 8.1	Conditions of Equitable to Closing	32
Section 8.2	Conditions of PMOG to Closing	33

ARTICLE 9 CLOSING		34
Section 9.1	Time and Place of Closing	34
Section 9.2	Closing Deliveries of Equitable	34
Section 9.3	Closing Deliveries of PMOG	35
Section 9.4	Closing Deliveries of the Company	36

ARTICLE 10 TERMINATION AND AMENDMENT		36
Section 10.1	Termination	36

Section 10.2	Effect of Termination	37

ARTICLE 11 INDEMNIFICATIONS; LIMITATIONS		37
Section 11.1	Indemnification	37
Section 11.2	Indemnification Actions	40
Section 11.3	Limitation on Actions	41

ARTICLE 12 MISCELLANEOUS		43
Section 12.1	Receipts	43
Section 12.2	Property Costs	43
Section 12.3	Counterparts	43
Section 12.4	Notices	43
Section 12.5	[Intentionally Omitted]	44
Section 12.6	Expenses	44
Section 12.7	Replacement of Bonds, Letters of Credit and Guarantees	44
Section 12.8	Governing Law; Jurisdiction; Court Proceedings	45
Section 12.9	Records	45
Section 12.10	Captions	45
Section 12.11	Waivers	45
Section 12.12	Assignment	45
Section 12.13	Entire Agreement	46
Section 12.14	Amendment	46
Section 12.15	No Third Person Beneficiaries	46
Section 12.16	References	46
Section 12.17	Construction	47
Section 12.18	Limitation on Damages	47
Section 12.19	Attorneys’ Fees	47

iii

EXHIBITS:

Exhibit A-1		Gathering Assets
Exhibit A-2		Water Disposal Wells; Other Excluded Assets
Exhibit A-3		Equipment, Machinery, Fixtures and Other Tangible Personal Property and Improvements
Exhibit A-4		Other Excluded Assets
Exhibit A-5		Delinquent Liens for Current Taxes or Assessments
Exhibit A-6		Delinquent Liens Arising in the Ordinary Course of Business
Exhibit B		Form of Conveyance
Exhibit C		Form of Amended and Restated Limited Liability Company Agreement of Nora Gathering, LLC
Exhibit D		Form of Assignment of Easement Agreement
Exhibit E		Form of Note
Exhibit F		Permitted Encumbrances
Exhibit G		Form of Gathering Agreement
Exhibit H		Form of Gas Purchase Agreement
Exhibit I		[Intentionally Omitted]
Exhibit J		[Intentionally Omitted]
Exhibit K		Nora-T Line
Exhibit L		Form of Change of Control Agreement
Exhibit M		Form of Equitable Guaranty
Exhibit N		Form of Range Guaranty
Exhibit O		Form of Interconnect Agreement

SCHEDULES:

Schedule 4.2(d)		Conflicts (EPC)
Schedule 4.3(d)		Conflicts (EGEL)
Schedule 4.5		Consents, Approvals or Waivers (EPC and EGEL)
Schedule 4.6A		Litigation
Schedule 4.6B		Litigation
Schedule 4.7		Taxes and Assessments
Schedule 4.9		Compliance with Laws
Schedule 4.10		Contracts
Schedule 4.11		Permits
Schedule 4.12		Outstanding Capital Commitments
Schedule 4.13		Abandonment
Schedule 4.14		Condition of Equipment, etc.
Schedule 4.16		Certain Events
Schedule 7.10		Operation of Assets

Index of Defined Terms

Defined Term		Section

Affiliate		Section 1.4(a)
Agreement		Preamble
Assets		Section 1.2
Asserted Title Defect		Section 3.2(a)
Asserted Title Defect Amount		Section 3.3(c)
Business Day		Section 1.4(c)
Cash Contribution		Section 2.1
Change of Control Agreement		Section 9.2(g)
Chosen Court		Section 12.8
Claim		Section 11.2(b)
Claim Notice		Section 11.2(b)
Closing		Section 9.1
Closing Date		Section 9.1
Closing Payment		Section 2.2(a)
Company		Preamble
Company Indemnified Persons		Section 11.1(b)
Consents		Section 4.5
Contracts		Section 1.2(b)
Conveyance		Section 9.2(a)
Damages		Section 11.1(e)
Defensible Title		Section 3.2(a)
Easements		Section 1.2(c)
Equitable		Preamble
Equitable Indemnified Persons		Section 11.1(c)
Effective Time		Section 1.4(d)
Effective Time Adjustment		Section 2.2(a)
EGEL		Preamble
Encumbrances		Section 3.2(a)
Environmental Laws		Section 4.8
EPC		Preamble
Equitable		Preamble
Exchange Act		Section 1.4(e)
Excluded Assets		Section 1.3
Execution Date		Preamble
Exploration Agreement		Section 1.4(f)
Exploration Agreement PMOG Area		Section 1.4(g)
Gathering Agreement		Section 9.2(e)
Gathering Assets		Section 1.2(a)
Governmental Authority		Section 1.4(h)
Governmental Permits		Section 4.11
HSR Act		Section 7.5
Hydrocarbons		Section 1.4(i)

Indemnified Person		Section 11.2(a)
Indemnifying Person		Section 11.2(a)
Laws		Section 1.4(j)
Letter of Intent		Section 12.13
LLC Agreement		Section 9.2(d)
Material Adverse Effect		Section 4.1(d)
New Easement Agreement		Section 9.3(d)
New Lease		Section 1.4(k)
Nora Field		Section 1.4(l)
Nora-T Line		Section 1.4(m)
Original Lease		Section 1.4(n)
Party; Parties		Preamble
Party Lawsuit		Section 1.4(o)
Permitted Encumbrances		Section 3.2(b)
Person		Section 1.4(p)
Pipeline Agreement		Recitals
PMOG		Preamble
PMOG Indemnified Persons		Section 11.1(b)
Pre-Closing Taxable Period		Section 7.6(c)
Preferential Rights		Section 4.5
Property Costs		Section 1.5(c)
Purchase Agreement		Section 1.4(q)
Records		Section 1.4(r)
Scheduled Transfer Requirements		Section 4.5(a)
SEC		Section 1.4(s)
Securities Act		Section 1.4(t)
Statements of Revenues and Expenses		Section 7.11
Straddle Taxable Period		Section 7.6(c)
Tax		Section 1.4(u)
Tax Return		Section 1.4(v)
Termination Date		Section 10.1
Title Arbitrator		Section 3.3(f)
Title Claim Date		Section 3.3(a)
Title Defects		Section 3.2(a)
Transaction Documents		Section 12.13
Transfer Taxes		Section 1.4(w)

CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”), dated as of April 13, 2007, (the “Execution Date”) is by and among Equitable Production Company, a Pennsylvania corporation (“EPC”), Equitable Gathering Equity, LLC, a Delaware limited liability company (“EGEL”, and, collectively with EPC, “Equitable”), Pine Mountain Oil and Gas, Inc., a Virginia corporation (“PMOG”), and Nora Gathering, LLC, a Delaware limited liability company (the “Company”). EPC, EGEL, PMOG and the Company are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”

RECITALS:

WHEREAS, EPC and EGEL are the owners of various natural gas pipeline gathering facilities and pipelines, commonly known as the Nora Gas Gathering System (including the Nora-T pipeline), located in Dickenson, Buchanan, Wise and Russell Counties, Virginia, and used in the gathering of natural gas from the Nora Field, as further described herein;

WHEREAS, such gathering facilities and pipelines are situated upon, through and/or under various properties, which are owned or held by EPC, PMOG, and/or EGEL by virtue of various agreements or conveyances;

WHEREAS, EPC and EGEL have entered into that certain Pipeline Agreement dated as of January 1, 2005 (the “Pipeline Agreement”), for the lease and/or sublease of facilities and pipelines relating to such gathering system;

WHEREAS, Equitable desires to contribute such gathering facilities and pipelines, together with all of Equitable’s other rights, titles and interests in and to such gathering facilities and pipelines and the Pipeline Agreement, to the Company on the terms and conditions hereinafter set forth; and

WHEREAS, PMOG desires to contribute a specified amount of cash and certain assets to the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1

ASSETS CONTRIBUTION

Section 1.1 Contribution of Assets. On the terms and conditions contained in this Agreement, Equitable agrees to contribute to the Company and the Company agrees to accept

from Equitable the Assets. As consideration for the contribution of the Assets, the Company shall issue to EGEL a fifty percent (50%) membership interest in the Company.

Section 1.2 Assets. “Assets” means all of the right, title and interest of Equitable in and to the following:

(a) the gas gathering system, facilities, compressors, pipelines, pig and other stations and Easements described on Exhibit A-1 (the “Gathering Assets”);

(b) all presently existing contracts, agreements and instruments by which the Assets are bound or subject, including operating agreements, pipeline agreements, declarations and orders, exchange agreements, and transportation agreements, but excluding any contract, agreement or instrument to the extent that (1) transfer is restricted by third-party agreement or applicable Law, (2) Equitable is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Equitable shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver), and (3) the failure to obtain such waiver or satisfy such transfer restriction would cause a termination of such contract, agreement or instrument or a material impairment of the rights thereunder (subject to such exclusions, the “Contracts”);

(c) all easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use primarily in connection with, the Gathering Assets or other Assets (the “Easements”), including those Easements described on Exhibit A-1, but excluding any of the foregoing to the extent that (1) transfer is restricted by third-party agreement or applicable Law, (2) Equitable is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Equitable shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver), and (3) the failure to obtain such waiver or satisfy such transfer restriction would cause a termination of such permit or other instrument or a material impairment of the rights thereunder;

(d) all gathering lines, pipelines, compressors, equipment, machinery, fixtures and other tangible personal property and improvements used or held for use primarily in connection with the ownership or operation of the Gathering Assets or other Assets, but excluding any such items included in the Excluded Assets; and

(e) the Records.

Section 1.3 Excluded Assets. Notwithstanding anything to the contrary contained herein, the Assets shall not include, and the following are excepted, reserved and excluded from the transactions contemplated hereby (collectively, the “Excluded Assets”):

(a) all water disposal wells, and any transfer facility, loadout facility or other facility associated with such water disposal wells, primarily used in connection with the disposal of produced water derived from or otherwise attributable to any of the wells that produce gas transported through the Gathering Assets, including those water disposal wells and associated facilities described on Exhibit A-2;

(b) all corporate, financial, income and franchise tax and legal records of Equitable that relate to Equitable’s business generally (other than those relating primarily to the Assets), and all books, records and files that relate to the Excluded Assets and copies of any Records retained by Equitable;

(c) (i) equipment, machinery, fixtures and other tangible property and improvements described on Exhibit A-3 attached hereto; (ii) computers and peripheral equipment related to such equipment; (iii) communication and telecommunication equipment including but not limited to radios, towers, and networking equipment; (iv) custom applications and databases; (v) measurement and data collection devices; and (vi) software and associated licenses, including but not limited to any software relating to the SCADA System, Enertia, Altra, Flow-Cal, Talon, Aries, Production Access, Pre-drill Manager, Geographix, Synergy, and CygNet;

(d) all rights and all obligations of Equitable with respect to any refund or payment of Taxes or other costs or expenses borne by Equitable or Equitable’s predecessors in interest and title attributable to the Assets and the period prior to the Effective Time;

(e) all rights and all obligations of Equitable with respect to the claims and causes of action relating to the Assets that accrued or arose prior to the Effective Time (other than claims or causes of action for proceeds to which the Company is entitled under Section 1.5(b));

(f) Equitable’s area-wide bonds, permits and licenses (including all Federal Communications Commission licenses) or other permits, licenses or authorizations used in the conduct of Equitable’s business generally and not exclusively related to the Gathering Assets; and

(g) those other assets and interests identified on Exhibit A-4.

Section 1.4 Certain Definitions. As used herein:

(a) “Affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning (i) the power to direct the vote of more than fifty percent (50%) of the voting shares or other securities of such Person through ownership, pursuant to a written agreement, or otherwise or (ii) the power to direct the management and policies of a Person through ownership of voting shares or other securities, pursuant to a

written agreement, or otherwise. For the purposes of this Agreement, the Company shall not be considered an Affiliate of any Party or such Party’s Affiliates.

(b) [Intentionally omitted].

(c) “Business Day” means any day other than a Saturday, a Sunday, or a day on which banks are closed for business in Pittsburgh, Pennsylvania or Fort Worth, Texas.

(d) “Effective Time” means 12:01 a.m. local time where the Assets are located on June 1, 2006.

(e) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(f) “Exploration Agreement” has the meaning given to such term in the Purchase Agreement.

(g) “Exploration Agreement PMOG Area” has the meaning given to such term in the Purchase Agreement.

(h) “Governmental Authority” means any government and/or any political subdivision thereof, including departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

(i) “Hydrocarbons” means all oil, gas, coalbed methane gas and other associated hydrocarbons.

(j) “Laws” means all laws, statutes, rules, regulations, ordinances, orders, requirements and codes of Governmental Authorities.

(k) “New Lease” has the meaning given to such term in the Purchase Agreement.

(l) “Nora Field” has the same meaning as the term “AMI” in the Operating Agreement (as defined in the Purchase Agreement).

(m) “Nora-T Line” means the pipeline depicted on Exhibit K.

(n) “Original Lease” has the meaning given to such term in the Purchase Agreement.

(o) “Party Lawsuit” means the ongoing litigation and claims in the action styled as Pine Mountain Oil & Gas, Inc. v. Equitable Production Company, USDC WD Va, Abingdon Division, CA No. 1:05CV095 (including the related September 22, 2005 arbitration proceeding).

(p) “Person” means any individual, corporation, partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

(q) “Purchase Agreement” means that certain Purchase and Sale Agreement of even date herewith between EPC and PMOG.

(r) “Records” means all gathering and transportation files, compression files, land files and surveys, Contract files and all other books, records, data, files, maps and accounting records to the extent relating primarily to the Assets, excluding however, (A) any record to the extent that: (1) disclosure or transfer of such record is restricted by any third-party agreement or applicable Law, (2) Equitable is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such disclosure restriction (provided that Equitable shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver) and (3) the failure to obtain such waiver or satisfy such disclosure restriction would cause a termination of such instrument or a material impairment of the rights thereunder; (B) computer software; (C) all legal records and legal files of Equitable (other than (x) title opinions and (y) Contracts) and all other work product of and attorney-client communications with any of Equitable’s legal counsel; (D) records relating to the sale of the Assets, including bids received from and records of negotiations with third Persons; (E) any other records to the extent constituting Excluded Assets; and (F) contracts and agreements of no further force and effect as of the Effective Time.

(s) “SEC” means the U.S. Securities and Exchange Commission.

(t) “Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

(u) “Tax” means all taxes, including income tax, surtax, remittance tax, presumptive tax, net worth tax, production tax, pipeline transportation tax, value added tax, withholding tax, gross receipts tax, windfall profits tax, profits tax, severance tax, personal property tax, real property tax, sales tax, service tax, transfer tax, use tax, excise tax, premium tax, customs duties, stamp tax, motor vehicle tax, entertainment tax, insurance tax, capital stock tax, franchise tax, occupation tax, payroll tax, employment tax, social security, unemployment tax, disability tax, alternative or add-on minimum tax, estimated tax, and any other assessments, duties, fees, or levies imposed by a Governmental Authority, together with any interest, fine or penalty thereon, or addition thereto.

(v) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, required to be filed with any Governmental Authority.

(w) “Transfer Taxes” means all transfer, sales, use, documentary, stamp duty, conveyance and other similar Taxes, duties, fees or charges.

Section 1.5 Effective Time; Proration of Costs and Revenues.

(a) Title and interest in and to the Assets shall be transferred from Equitable to the Company at the Closing, but certain financial benefits and burdens in respect of the Assets shall be transferred effective as of the Effective Time, as described below.

(b) The Company shall be entitled to all income, proceeds, receipts and credits earned with respect to the Assets on and after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred on and after the Effective Time (provided that the Company’s entitlement to income, proceeds, receipts and credits earned with respect to, and responsibility for and entitlement to refunds with respect to Property Costs relating to, certain of the Assets shall be adjusted as of Closing in the manner described in Section 2.2). For the purpose of determining the amount of gathering fees to be included as income under this Section 1.5(b) with respect to volumes of gas produced by any member of the Company or any of its Affiliates, it shall be assumed that the Gathering Agreement was effective as of the Effective Time. Equitable shall be entitled to all income, proceeds, receipts and credits earned with respect to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred prior to the Effective Time (provided that Equitable’s entitlement to income, proceeds, receipts and credits earned with respect to, and responsibility for and entitlement to refunds with respect to Property Costs relating to, certain of the Assets shall be adjusted as of Closing in the manner described in Section 2.2). “Earned” and “incurred”, as used in this Agreement, shall be interpreted in accordance with United States generally accepted accounting principles (as published by the Financial Accounting Standards Board). Surface use fees, insurance premiums and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling before and at or after the Effective Time, except that production, severance and similar Taxes based upon revenues generated by the Assets shall be prorated based on the amount of revenues generated by the Assets before, or at and after the Effective Time. In each case, the Company shall be responsible for the portion allocated to the period on and after the Effective Time and Equitable shall be responsible for the portion allocated to the period before the Effective Time.

(c) “Property Costs” means all operating expenses (including costs of insurance and ad valorem, property and similar Taxes based upon or measured by the ownership or operation of the Assets, but excluding any other Taxes), capital expenditures incurred in the ownership and operation of the Assets in the ordinary course of business, and overhead costs in each case as would have been charged to the Assets under the limited liability company agreement of the Company assuming it was in effect at all times during the period between the Effective Time and Closing.

Section 1.6 Intentions of the Parties. The Parties acknowledge that the description of the Gathering Assets comprising the Nora Gas Gathering System (including the Nora-T Line) as provided on Exhibit A-1 may be incomplete, including with respect to easements, servitudes,

rights-of-way, surface leases and other surface rights and the plat of such system, and the Parties may amend Exhibit A-1 prior to the Closing Date in order to more fully describe the Gathering Assets (it being acknowledged by the Parties that the Gathering Assets are intended to cover all of Equitable’s and its Affiliates’ interests in and to their currently existing natural gas gathering system and related assets, other than the Excluded Assets and as set forth in the following sentence, located within the Nora Field including any currently existing sections of the Nora Gas Gathering System extending beyond the Nora Field that service wells in the Nora Field). Notwithstanding the foregoing, the Parties further acknowledge that the Gathering Assets do not include any gas gathering system, facilities, compressors, pipelines, pig and other stations, Easements, or other assets and interests of EPC or EGEL in the separate gathering system commonly known as the Roaring Fork Gas Gathering System located within and outside of the Nora Field, which system is used as of the date hereof in connection with the transportation of Hydrocarbons produced from the wells listed on Exhibit A-4, among other wells.

ARTICLE 2

CASH CONTRIBUTION, DISTRIBUTIONS AND LOANS

Section 2.1 Cash Contribution. On the terms contained in this Agreement, PMOG agrees to contribute to the Company at the Closing an amount of cash equal to Fifty-Three Million Sixty Five Thousand One Hundred Seventy Six Dollars and Thirteen Cents (US$53,065,176.13) (as adjusted pursuant to Section 3.4 and Section 3.5, the “Cash Contribution”), to be applied as set forth in Section 2.3. Additionally, on the terms and conditions contained in this Agreement, PMOG agrees to contribute to the Company and the Company agrees to accept from PMOG, PMOG’s right, title and interest (if any) in and to the gas gathering system, facilities, compressors and pipelines described on Exhibit A-1, excluding any interest that PMOG owns in its capacity as the lessor under the Original Lease or the New Lease or as Grantor under the New Easement Agreement. As consideration for the contribution of such assets and the Cash Contribution, the Company shall issue to PMOG a fifty percent (50%) membership interest in the Company.

Section 2.2 Effective Time Adjustment.

(a) Not later than five (5) Business Days prior to the Closing Date, Equitable shall prepare in good faith, using the best information available to Equitable, and deliver to PMOG a preliminary settlement statement setting forth an estimated calculation of the net amount received (or paid) by Equitable for the account of the Company pursuant to Section 1.5(b) (such net amount being called herein the “Effective Time Adjustment. Such statement shall show the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items attributable to the period of time from and after the Effective Time and PMOG shall review such preliminary settlement statement and discuss with Equitable any changes necessary thereto. The Parties shall use their reasonable efforts exercised in good faith to agree upon such preliminary settlement statement as of Closing. An amount equal to eighty percent (80%) of the estimated Effective Time Adjustment, set forth in the preliminary settlement statement mutually agreed to by the Parties in accordance with this Section 2.2(a), shall

constitute the dollar amount to be contributed by PMOG to the Company at the Closing (the “Closing Payment”), together with the Cash Contribution to be contributed by PMOG at Closing.

(b) As soon as reasonably practicable after the Closing, but not later than the one hundred and twentieth (120th) day following the Closing Date, Equitable shall prepare in good faith, using the best information available to Equitable, and deliver to PMOG a statement setting forth the final calculation of the Effective Time Adjustment and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items attributable to the period of time from and after the Effective Time and shall supply reasonable documentation available to support any such credits, charges, receipts or other items. As soon as reasonably practicable but not later than the thirtieth (30th) day following receipt of Equitable’s statement hereunder, PMOG shall deliver to Equitable a written report containing any changes that PMOG proposes be made to such statement. Equitable and PMOG shall undertake to agree on the amount of the actual Effective Time Adjustment no later than one hundred and eighty (180) days after the Closing Date. In the event that such Parties cannot reach agreement within such period of time, either Equitable or PMOG may refer the remaining matters in dispute to Ernst & Young LLP, or if Ernst & Young LLP is unable or unwilling to perform its obligations under this Section 2.2(b), such other nationally-recognized independent accounting firm as may be accepted by Equitable and PMOG, for review and final determination. The accounting firm shall conduct the arbitration proceedings in Pittsburgh, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect as of the date hereof, to the extent such rules do not conflict with the terms of this Section 2.2(b). The accounting firm’s determination shall be made within thirty (30) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of the Effective Time Adjustment, the accounting firm shall not increase the Effective Time Adjustment more than the increase proposed by Equitable nor decrease the Effective Time Adjustment more than the decrease proposed by PMOG, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Equitable or PMOG and may not award damages or penalties. Equitable and PMOG shall each bear its own legal fees and other costs of presenting its case. Equitable and PMOG shall bear one-half of the costs and expenses of the accounting firm. Within ten (10) days after the earlier of (i) the expiration of PMOG’s thirty (30) day review period without delivery of any written report or (ii) the date on which the Equitable and PMOG, or the accounting firm, as applicable, finally determine the actual Effective Time Adjustment, (A) Equitable shall contribute to the Company an amount of cash equal to the amount by which the estimated Effective Time Adjustment exceeds the actual Effective Time Adjustment; or (B) PMOG shall contribute to the Company an amount of cash equal to eighty percent (80%) of the amount by which the actual Effective Time Adjustment exceeds the estimated Effective Time Adjustment.

(c) The adjustment described in Section 2.2(a) shall serve to satisfy up to the amount of the adjustment (i) the Company’s entitlement under Section 1.5 to income, proceeds, receipts and credits earned with respect to the Assets between the Effective Time and the Closing (and the Company shall not have any separate rights to receive any income, proceeds, receipts and credits with respect to which an adjustment has been made) and (ii) the Company’s obligation under Section 1.5 to pay Property Costs attributable to the ownership and operation of the Assets which are incurred between the Effective Time and the Closing (and the Company shall not be separately obligated to pay for any Property Costs with respect to which an adjustment has been made).

Section 2.3 Cash Distributions and Loans. At the Closing, the Company shall:

(a) Distribute an amount equal to twenty percent (20%) of the sum of Sixty-Six Million Three Hundred Thirty One Thousand Four Hundred Seventy Dollars and Sixteen Cents (US$66,331,470.16) and the Effective Time Adjustment to EGEL; and

(b) Loan the remaining amount of cash contributed to the Company hereunder to ET Blue Grass Company, with such loan to be entered by a separate note in substantially the form attached hereto as Exhibit E, which loan shall be repaid prior to the Company requiring any capital contribution by PMOG or Equitable under the LLC Agreement.

Section 2.4 Capital Account Balances. Following the completion of the contributions by Equitable and PMOG, the distribution to EGEL pursuant to Section 2.3(a) and the other actions taken pursuant to Section 2.3, the respective capital account balances of EGEL and PMOG shall be equal.

ARTICLE 3

TITLE MATTERS

Section 3.1 Title.

(a) The Conveyance shall contain a special warranty of title against every Person lawfully claiming or to claim the interest to be conveyed by Equitable to the Company or any part thereof by, through and under Equitable and its Affiliates, but not otherwise, subject to Permitted Encumbrances, but shall otherwise be without warranty of title, express, implied or statutory, except that the Conveyance shall transfer to the Company all rights or actions on title warranties given or made by Equitable’s predecessors (other than Affiliates of Equitable), to the extent Equitable may legally transfer such rights.

(b) Notwithstanding anything to the contrary in Section 3.1(a) and the Conveyance, Section 3.3 shall provide PMOG’s and the Company’s exclusive remedy in respect of Asserted Title Defects reported in accordance with this Article 3. Neither PMOG nor the Company shall be entitled to make any claims against Equitable or any of its Affiliates under Equitable’s special warranty of title in the Conveyance against any such Asserted Title Defect.

Section 3.2 Definitions of Defensible Title and Permitted Encumbrances.

(a) As used in this Agreement with respect to the Assets, the term “Defensible Title” means marketable title in southwestern Virginia, free and clear of all liens, charges, encumbrances, irregularities or other defects (“Encumbrances”) other than Permitted Encumbrances. The term “Title Defect” means, as applicable, (i) any Encumbrance that would cause Equitable not to have Defensible Title or (ii) other than with respect to the lands covered by the Original Lease or any Exploration Agreement PMOG Area, the lack of easements or other agreements covering the continuous length of each pipeline included in the Assets allowing for the transportation of the Hydrocarbons as currently transported through such pipeline. The term “Asserted Title Defect” means a Title Defect reported by PMOG or the Company pursuant to Section 3.3 hereof.

(b) As used in this Agreement, the term “Permitted Encumbrances” means any or all of the following:

(i) all Contracts;

(ii) Preferential Rights;

(iii) third-party consent requirements and similar restrictions with respect to which waivers or consents are obtained by Equitable from the appropriate parties prior to the Closing Date or the appropriate time period for asserting the right has expired or which are expressly not required to be satisfied prior to a transfer;

(iv) liens for current Taxes or assessments not yet delinquent or, if delinquent, being contested in good faith by appropriate actions and listed on Exhibit A-5;

(v) materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by Law), or, if delinquent, being contested in good faith by appropriate actions and listed on Exhibit A-6;

(vi) all rights to consent, by required notices to, filings with, or other actions by Governmental Authorities in connection with the sale or conveyance of easements, rights of way, licenses, gathering facilities or interests therein if they are customarily obtained subsequent to the sale or conveyance;

(vii) rights of reassignment arising upon final intention to abandon or release any easement or right of way;

(viii) with regard to lands covered by the Original Lease or included in the Exploration Agreement PMOG Area and to the extent not created by, through

or under Equitable: easements, rights-of-way, servitudes, permits and other rights in respect of surface and subsurface operations and any rights related to coal, coal seams or coal mining, whether statutory or otherwise, other than rights to explore for, develop and produce coalbed methane;

(ix) with regard to lands not covered by the Original Lease or included in the Exploration Agreement PMOG Area: easements, rights-of-way, servitudes, permits and other rights in respect of surface and subsurface operations which would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating assets similar to the Assets in the Appalachian Basin;

(x) all rights reserved to or vested in any Governmental Authority to control or regulate any of the Assets in any manner and all obligations and duties under all applicable Laws or under any franchise, grant, license or permit issued by any such Governmental Authority;

(xi) any Encumbrance which is discharged by Equitable at or prior to Closing;

(xii) with respect to the easements, rights of way and other rights over, under or through any lands and properties owned by PMOG or its Affiliates, any Encumbrance or imperfection in title other than those Encumbrances or imperfections in title arising by, through or under Equitable or its Affiliates;

(xiii) any matters shown on Exhibit F; and

(xiv) any other Encumbrances which do not, individually or in the aggregate, materially detract from the value of or materially interfere with the use, ownership or operation of the Assets subject thereto or affected thereby (as currently used, owned or operated) and which would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating gathering system or pipeline assets in the Appalachian Basin.

Section 3.3 Notice of Asserted Title Defects; Defect Adjustments.

(a) To assert a claim of a Title Defect prior to Closing, PMOG must deliver a claim notice to Equitable on or before 5:00 p.m. EDT on April 25, 2007 (the “Title Claim Date”), except as otherwise provided under Section 3.4 or Section 3.5; provided that PMOG agrees to furnish Equitable at the end of every week period following the execution of this Agreement and prior to the Title Claim Date with a claim notice if any officer of PMOG or its Affiliates discovers or learns of any Title Defect during such period. Each such notice shall be in writing and shall include (i) a description of the Asserted Title Defect(s), (ii) the Assets affected, (iii) supporting documents reasonably necessary for Equitable (as well as any title attorney or examiner hired by Equitable) to verify the existence of such Asserted Title Defect(s) and (iv) the amount by which PMOG reasonably believes the value of those Assets is reduced by such Asserted Title

Defect(s) and the computations and information upon which PMOG’s belief is based. Subject to the Company’s rights under the special warranty of title described in Section 3.1(a) and its and PMOG’s rights with respect to any breach of Equitable’s covenant under Section 7.10(f), PMOG and the Company shall be deemed to have waived all Title Defects of which Equitable has not been given notice on or before the Title Claim Date.

(b) In the event that PMOG notifies Equitable of a Title Defect before the Title Claim Date, Equitable shall have the right, but not the obligation, to attempt, at its sole cost, to cure or remove any Asserted Title Defects of which it has been notified by PMOG. If Equitable so elects to cure or remove any Asserted Title Defect, PMOG shall use commercially reasonable efforts to cooperate with Equitable’s efforts to cure or remove such Asserted Title Defect. If prior to Closing, Equitable has been unable to cure or remove any Asserted Title Defect, then Equitable and PMOG mutually shall elect to have one of the following options apply:

(i) Remove the Assets subject to such Asserted Title Defect from the transaction contemplated by this Agreement, if the operation of Gathering Assets (taken as a whole) would not be materially impaired thereby. Such removed Assets shall not be assigned at the Closing, shall become “Excluded Assets” for all purposes hereunder and the Cash Contribution shall be reduced by an amount equal to the value for such Assets.

(ii) Assign the Assets subject to the Asserted Title Defect to the Company at Closing, and defend, indemnify and hold the Company, the successors, assigns and Affiliates of the Company, PMOG and PMOG’s Affiliates harmless from and against all Damages that arise out of or that any such Person may suffer as a result of such Asserted Title Defect pursuant to a form of indemnity agreement mutually agreeable to the Parties.

(iii) Assign the Assets subject to the Asserted Title Defect to the Company at Closing, and reduce the Cash Contribution in accordance with Section 3.3(c).

(c) The Cash Contribution shall be reduced by an amount (the “Asserted Title Defect Amount”) equal to the reduction in the value for the Assets subject to an uncured Asserted Title Defect, which reduction is caused by such uncured Asserted Title Defect as determined pursuant to Section 3.3(e); provided that no reduction shall be made in the Cash Contribution with respect to any Asserted Title Defect for which an election has been made pursuant to Section 3.3(b)(ii).

(d) Except for the Company’s rights under the special warranty of title described in Section 3.1(a) and its and PMOG’s rights with respect to any breach of Equitable’s covenant under Section 7.10(f), Section 3.3(c) shall, to the fullest extent permitted by applicable Laws, be the exclusive right and remedy of PMOG and the Company against Equitable or its Affiliates with respect to any Title Defect attributable to the Assets.

(e) The Asserted Title Defect Amount resulting from an Asserted Title Defect shall be determined as follows:

(i) If PMOG and Equitable agree on the Asserted Title Defect Amount, that amount shall be the Asserted Title Defect Amount;

(ii) If the Asserted Title Defect is an Encumbrance which is undisputed and liquidated in amount, then the Asserted Title Defect Amount shall be the amount necessary to be paid to remove the Asserted Title Defect from the affected Assets;

(iii) If the Asserted Title Defect represents an Encumbrance of a type not described in subsections (i) or (ii) above, the Asserted Title Defect Amount shall be determined by taking into account the value of the Assets so affected, the portion of the Assets affected by the Asserted Title Defect, the legal effect of the Asserted Title Defect, the potential economic effect of the Asserted Title Defect over the life of the affected Assets, the values placed upon the Asserted Title Defect by PMOG and Equitable and such other factors as are necessary to make a proper evaluation;

(iv) Notwithstanding anything to the contrary in this Article 3, except for adjustments required by Section 3.4 or Section 3.5, there shall be no Cash Contribution adjustment for Asserted Title Defects unless and until the aggregate Asserted Title Defect Amounts for all Assets for which claim notices were timely delivered pursuant to Section 3.3(a) exceed Three Hundred Fifty Thousand Dollars (US$350,000.00), and then only to the extent that the aggregate Asserted Title Defect Amounts exceed Three Hundred Fifty Thousand Dollars (US$350,000.00);

(v) If an Asserted Title Defect of the type not described in subsections (i) or (ii) above is reasonably susceptible of being cured, the Asserted Title Defect Amount determined under subsections (iii) above shall not be greater than the lesser of (1) the reasonable cost and expense of curing such Asserted Title Defect or (2) the share of such curative work cost and expense which is allocated to such Assets pursuant to subsection (vi) below; and

(vi) The Asserted Title Defect Amount with respect to an Asset shall be determined without duplication of any costs or losses (A) included in another Asserted Title Defect Amount hereunder or (B) included in a casualty loss under Section 3.5. To the extent that the cost to cure any Asserted Title Defect will result in the curing of all or a part of one or more other Asserted Title Defects, such cost of cure shall be allocated for purposes of Section 3.3(e)(v) among the Assets so affected on a fair and reasonable basis.

(f) Equitable and PMOG shall attempt to agree on all Asserted Title Defects and Asserted Title Defect Amounts by two (2) Business Days prior to the Closing Date. If Equitable and PMOG are unable to agree by that date, the average of Equitable’s and PMOG’s estimates with respect to the Asserted Title Defect Amounts for the Asserted Title Defects shall be used to determine the Effective Time Adjustment pursuant to Section 2.2, and all Asserted Title Defects and Asserted Title Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 3.3(f). During the ten (10) Business Day period following the Closing Date, Asserted Title Defects and Asserted Title Defect Amounts in dispute shall be submitted to an attorney with at least ten (10) years of experience in oil and gas and pipeline titles in the southwestern Virginia as selected by mutual agreement of PMOG and Equitable (the “Title Arbitrator”). The arbitration proceeding shall be held in Pittsburgh, Pennsylvania and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect as of the date hereof, to the extent such rules do not conflict with the terms of this Section 3.3(f). The Title Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon the Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Section 3.3(e) and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, with the prior written consent of PMOG and Equitable, the Title Arbitrator may consult with and engage disinterested third parties to advise the Title Arbitrator, including title attorneys from other states and petroleum engineers. In no event shall any Asserted Title Defect Amount exceed the estimate given by PMOG in its claim notice delivered in accordance with Section 3.3(a). The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Asserted Title Defects and Asserted Title Defect Amounts submitted by either PMOG or Equitable and may not award damages, interest or penalties to either PMOG or Equitable with respect to any matter. Equitable and PMOG shall each bear its own legal fees and other costs of presenting its case. Each of Equitable and PMOG shall bear one-half of the costs and expenses of the Title Arbitrator.

Section 3.4 Consents to Assignment and Preferential Rights to Purchase.

(a) Equitable will use reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all Assets, the names and addresses of all parties holding Preferential Rights and Consents applicable to the transactions contemplated hereby. In attempting to identify the names and addresses of such parties holding such Preferential Rights and Consents, Equitable shall in no event be obligated to go beyond its own records. Equitable will request, from the parties so identified (and from any parties identified by PMOG prior to Closing who have Preferential Rights or from whom a Consent may be required), in accordance with the documents creating such rights, execution of waivers of Preferential Rights or Consents so identified. Equitable shall have no obligation other than to identify such Preferential Rights and Consents and to so request such execution of waivers of Preferential Rights and Consents (including,

without limitation, Equitable shall have no obligation to assure that such waivers of Preferential Rights and Consents are obtained).

(b) With respect to Preferential Rights but not Consents, if a Person from whom a waiver of a Preferential Right is requested refuses to give such waiver prior to Closing, the interest in the Asset subject to such Preferential Right will be excluded from the transaction contemplated hereby, such interest in such Asset will become an “Excluded Asset” for all purposes hereunder (except in the case of any subsequent transfer of such interest in such Asset to PMOG pursuant to the following sentence) and the Cash Contribution will be adjusted downward by the value (proportionately reduced to the excluded interest) for such interest in such Asset. If within ninety (90) days following Closing, such holder does waive its Preferential Right, then PMOG agrees that, within five (5) days following Equitable’s notice thereof, the Parties hereto will conduct a subsequent Closing (in accordance with same terms hereof) for the purchase and sale of such Excluded Asset.

(c) If (i) an Asset is subject to a Consent that prohibits the transfer of such Asset without compliance with the provisions of such Consent, (ii) the failure to comply with or obtain such Consent will result in a termination or other material impairment of any rights in relation to such Asset, (iii) such Consent is not obtained or complied with prior to the Closing and (iv) the absence of such Asset would not materially impair the operations of the Gathering Assets (taken as a whole), then unless otherwise agreed to by PMOG and Equitable, the Asset or portion thereof affected by such Consent will be excluded from the transactions contemplated hereby, such Asset will become an “Excluded Asset” for all purposes hereunder (except in the case of any subsequent transfer of such Asset to PMOG pursuant to the following sentence), and the Cash Contribution will be adjusted downward by the agreed upon value for such Asset. If within ninety (90) days following Closing such Consent is obtained or otherwise complied with, then PMOG agrees that, within five (5) days following Equitable’s notice thereof, the Parties hereto will conduct a subsequent Closing (in accordance with the same terms hereof) for the purchase and sale of such excluded Asset.

(d) To the extent that the consent of PMOG with respect to the assignment of the Assets contemplated hereby is required under any agreement or arrangement, as of the Closing, PMOG hereby irrevocably grants such consent.

Section 3.5 Casualty or Condemnation Loss. Subject to the provisions of Section 8.1(e) and Section 8.2(f) hereof, if, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, PMOG and the Company shall nevertheless be required to close and the Parties mutually shall elect prior to Closing one of the following options: (i) to have Equitable cause the Assets affected by any casualty to be repaired or restored, at Equitable’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), (ii) to have Equitable indemnify the Company, PMOG, and their respective Affiliates through a document reasonably acceptable to Equitable and PMOG against any costs or expenses that such

Person reasonably incurs to repair the Assets subject to any casualty or (iii) to treat such casualty or taking as an Asserted Title Defect with respect to the affected Assets under Section 3.3; provided that in no event shall such Asserted Title Defect be subject to the provisions of Section 3.3(e)(iv) hereof. In each case, Equitable shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking except to the extent Equitable and PMOG otherwise agree in writing.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF EQUITABLE

Section 4.1 Disclaimers.

(a) Except as expressly set forth in Article 3, Article 4, Article 6, in the certificates delivered by Equitable at Closing pursuant to Section 9.2(b) and Section 9.2(c) or in the Conveyance, (i) Equitable makes no representations or warranties, express or implied, with respect to the Assets or the transactions contemplated hereby and (ii) Equitable expressly disclaims all liability and responsibility for any representation, warranty, statement or information with respect to the Assets or the transactions contemplated hereby made or communicated (orally or in writing) to PMOG or any of its Affiliates, employees, agents, consultants or representatives (including any opinion, information, projection or advice that may have been provided to PMOG by any officer, director, employee, agent, consultant, representative or advisor of Equitable or any of its Affiliates).

(b) EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 3, ARTICLE 4, ARTICLE 6, IN THE CERTIFICATES DELIVERED BY EQUITABLE AT CLOSING PURSUANT TO SECTIONS 9.2(b) AND 9.2(c) OR IN THE CONVEYANCE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EQUITABLE EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS, (II) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (III) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS, OR (IV) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PMOG OR THE COMPANY OR THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3, ARTICLE 4,

ARTICLE 6, IN THE CERTIFICATES DELIVERED BY EQUITABLE AT CLOSING PURSUANT TO SECTIONS 9.2(b) AND 9.2(c) AND IN THE CONVEYANCE, PMOG AND THE COMPANY HAVE MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS PMOG AND THE COMPANY DEEM APPROPRIATE, THE COMPANY IS RECEIVING THE ASSETS, EQUIPMENT AND ALL OTHER TANGIBLE PROPERTY IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS.

(c) Any representation “to the knowledge of Equitable” or “to Equitable’s knowledge” is limited to matters within the actual conscious awareness of Ted O’Brien, Lester Zitkus, Andy Murphy, Shawn Posey, John Centofanti, Chris Akers, Matt Ankrum and Phil Elliott.

(d) Inclusion of a matter on a schedule attached hereto with respect to a representation or warranty that addresses matters having a Material Adverse Effect shall not be deemed an indication that such matter does, or may, have a Material Adverse Effect. Matters may be disclosed on a schedule for purposes of information only. As used herein, “Material Adverse Effect” means any change, inaccuracy, circumstance, event, result, occurrence, condition or an act (each, an “Event”) that has had or could reasonably be expected to have a material adverse effect on the ownership, operation or value of the Assets, taken as a whole or the ability of Equitable or PMOG, as applicable, to consummate the transactions contemplated hereby or meet its obligations under this Agreement and the documents to be executed hereunder; provided, however, that “Material Adverse Effect” shall not include Events resulting from general changes in Hydrocarbon prices; general changes in the Hydrocarbon exploration and production industry or general economic or political conditions; civil unrest, insurrection or similar disorders; or changes in Laws.

(e) Subject to the foregoing provisions of this Section 4.1 and the other terms and conditions of this Agreement, Equitable represents and warrants to PMOG and the Company the matters set out in the remainder of this Article 4.

Section 4.2 EPC.

(a) Existence and Qualification. EPC is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is duly qualified to do business as a foreign corporation in the Commonwealth of Virginia.

(b) Power. EPC has the corporate power to enter into and perform this Agreement (and all documents required to be executed and delivered by EPC at Closing) and to consummate the transactions contemplated by this Agreement (and such documents).

(c) Authorization and Enforceability. The execution, delivery and performance of this Agreement by EPC (and all documents required to be executed and delivered by EPC at Closing) and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of EPC. This Agreement has been duly executed and delivered by EPC (and all documents required to be executed and delivered by EPC at Closing shall be duly executed and delivered by EPC) and this Agreement constitutes (and at the Closing such documents shall constitute) the valid and binding obligations of EPC, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

(d) No Conflicts. The execution, delivery and performance of this Agreement by EPC (and all documents required to be executed and delivered by EPC at Closing), and the consummation of the transactions contemplated by this Agreement (and by such documents) shall not (i) violate any provision of the certificate of incorporation or bylaws of EPC, (ii) result in default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration under any note, bond, mortgage, indenture, license or agreement to which EPC is a party or by which it is bound, (iii) violate any judgment, order, ruling, or decree applicable to EPC as a party in interest, or (iv) violate any Laws applicable to EPC or any of the Assets, except any matters described in clauses (ii), (iii), or (iv) above which would not have a Material Adverse Effect or as set forth on Schedule 4.2(d) and except for compliance with the HSR Act.

Section 4.3 EGEL.

(a) Existence and Qualification. EGEL is a limited liability company duly organized, and validly existing under the laws of the State of Delaware and is duly qualified to do business as a foreign limited liability company in the Commonwealth of Virginia.

(b) Power. EGEL has the limited liability company power to enter into and perform this Agreement (and all documents required to be executed and delivered by EGEL at Closing) and to consummate the transactions contemplated by this Agreement (and such documents).

(c) Authorization and Enforceability. The execution, delivery and performance of this Agreement by EGEL (and all documents required to be executed and delivered by EGEL at Closing) and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action on the part of EGEL. This Agreement has been duly executed and delivered by EGEL (and all documents required to be executed and delivered by EGEL at Closing shall be duly executed and delivered by EGEL) and this Agreement constitutes (and at

the Closing such documents shall constitute) the valid and binding obligations of EGEL, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

(d) No Conflicts. The execution, delivery and performance of this Agreement by EGEL (and all documents required to be executed and delivered by EGEL at Closing), and the consummation of the transactions contemplated by this Agreement (and by such documents) shall not (i) violate any provision of the certificate of formation or limited liability company agreement of EGEL, (ii) result in default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration under any note, bond, mortgage, indenture, license or agreement to which EGEL is a party or by which it is bound, (iii) violate any judgment, order, ruling, or decree applicable to EGEL as a party in interest, or (iv) violate any Laws applicable to EGEL or any of the Assets, except any matters described in clauses (ii), (iii), or (iv) above which would not have a Material Adverse Effect or as set forth on Schedule 4.3(d) and except for compliance with the HSR Act.

Section 4.4 Liability for Brokers’ Fees. Neither PMOG nor the Company shall directly or indirectly have any responsibility, liability or expense, as a result of undertakings or agreements of Equitable or its Affiliates, for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation to an intermediary in connection with the negotiation, execution or delivery of this Agreement or any agreement or transaction contemplated hereby.

Section 4.5 Consents, Approvals or Waivers. Except (a) for preferential rights (collectively “Preferential Rights”) to purchase and other provisions restricting assignment without consent (“Consents”) which would be applicable to the transactions contemplated hereby that are set forth on Schedule 4.5 (the “Scheduled Transfer Requirements”), (b) as would not, individually or in the aggregate, have a Material Adverse Effect, (c) for approvals customarily obtained from a Governmental Authority post-Closing, and (d) for compliance with the HSR Act, neither the execution and delivery of this Agreement (nor any documents required to be executed by Equitable at Closing), nor the consummation of the transactions contemplated hereby nor thereby, nor the compliance with the terms hereof nor thereof, (in each case) by Equitable will (i) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise to (with or without the giving of notice or the passage of time or both) any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage or indenture, or any lease, contract, agreement, or other instrument or obligation to which Equitable is a party or by which Equitable or any of the Assets may be bound or (ii) violate any applicable Law binding upon Equitable or the Assets. Except (x) for the Scheduled Transfer Requirements (y) for approvals customarily obtained from a Governmental Authority post-Closing, and (z) for compliance with the HSR Act, the execution of this Agreement by Equitable and the consummation of the transactions contemplated hereby by Equitable will not require any

material consent, approval or waiver of any Governmental Authority or other third Person, or create a right in favor of any Person to purchase all or any material part of the Assets.

Section 4.6 Litigation. Except as disclosed on Schedule 4.6A or Schedule 4.6B and except for the Party Lawsuit, there are no actions, suits or proceedings pending, or to Equitable’s knowledge, threatened in writing, by or before any Governmental Authority or arbitrator with respect to the Assets or Equitable’s or any of its Affiliates’ ownership, operation or use thereof. To Equitable’s knowledge, no written notice from any third Person (including any Governmental Authority) claiming material Damages or any material breach of duty of care has been received by Equitable or any of its Affiliates relating to the Assets or Equitable’s or any of its Affiliate’s ownership, operation or use thereof, except for the suits, actions and proceedings set forth in Schedule 4.6A or Schedule 4.6B and the Party Lawsuit.

Section 4.7 Taxes. Except as disclosed on Schedule 4.7: (i) all material Tax Returns required to be filed with respect to the Assets have been duly and timely filed; (ii) each such Tax Return is in all material respects true, correct and complete; (iii) all material Taxes owed with respect to the Assets have been timely paid in full; (iv) there are no Encumbrances for Taxes on any of the Assets other than Permitted Encumbrances; (v) there is no outstanding dispute or claim concerning any material Taxes with respect to the Assets, and to Equitable’s knowledge no assessment, deficiency or adjustment has been asserted or proposed with respect thereto; and (vi) to Equitable’s knowledge, all of the Assets have been properly listed and described on the property tax rolls for the taxing units in which such Assets are located and no portion of the Assets constitutes omitted property for property tax purposes.

Section 4.8 Environmental Laws. To Equitable’s knowledge, Equitable and its Affiliates have complied in all respects with, and the operation of the Assets has been in compliance in all respects with, all applicable Laws relating to the environment (“Environmental Laws”), except such failures to comply as, individually or in the aggregate, would not have a Material Adverse Effect. Except for contamination that would not, individually or in the aggregate, have a Material Adverse Effect, to Equitable’s knowledge there has been no contamination of groundwater, surface water or soil resulting from activities relating to the Assets, which requires remediation under applicable Environmental Laws.

Section 4.9 Compliance with Laws. Except with respect to Environmental Laws, which are addressed in Section 4.8, and except as disclosed on Schedule 4.9, to Equitable’s knowledge, Equitable and its Affiliates have complied in all respects with, and the Assets have been operated and maintained in compliance in all respects with, all applicable Laws, except such failures to comply as would not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.10 Contracts. Neither Equitable, nor to the knowledge of Equitable, any other Person is in default under any Contract, except as disclosed on Schedule 4.10 and except for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed on Schedule 4.10, there are (a) no gathering agreements with third Persons

for Hydrocarbons to be transported on the Gathering Assets or (b) material contracts or other material agreements included in or directly related to the operation of or title to the Assets.

Section 4.11 Permits, etc.. To Equitable’s knowledge, except as disclosed on Schedule 4.11, Equitable has obtained and is maintaining all material federal, state and local governmental licenses, permits, franchises, orders, exemptions, variances, waivers, authorizations, certificates, consents, rights, privileges and applications therefor (the “Governmental Permits”) that are presently necessary or required for the ownership and operation of the Assets as currently owned and operated. To Equitable’s knowledge, except as disclosed in Schedule 4.11, (a) the Assets have been operated in all material respects in accordance with the conditions and provisions of such Governmental Permits, and (b) no written notices of material violation of such Governmental Permits have been received by Equitable or its Affiliates.

Section 4.12 Outstanding Capital Commitments. As of the date hereof, Equitable has made no commitments to third Persons to make capital expenditures which are binding on the Assets or the owner thereof and which Equitable reasonably anticipates will individually require expenditures by the owner of the Assets after the Effective Time other than those reflected in the capital budget included as Schedule 4.12.

Section 4.13 Abandonment. Since the Effective Time through the date of this Agreement, Equitable has not abandoned, and is not in the process of abandoning, any physical Assets (nor has it removed, nor is it in the process of removing, any material items of personal property located upon the Assets, except those replaced by items of substantially equivalent suitability and value). Except as set forth in Schedule 4.13 or as otherwise would not have a Material Adverse Effect, there are no pipelines or gathering facilities located on the real property included in the Assets that Equitable is currently required by Law or by Contract to remove or abandon.

Section 4.14 Condition of Equipment, etc. Except as set forth in Schedule 4.14, to the knowledge of Equitable, all pipelines, fixtures, facilities and equipment included in the Assets have been maintained in all material respects in a state of adequate repair consistent with industry standards in the Appalachian Basin and are otherwise generally adequate for the normal operation thereof.

Section 4.15 Payments of Property Costs. All Property Costs and other payments due in connection with the ownership and operation of the Assets have been properly and correctly paid for in all material respects by Equitable.

Section 4.16 Absence of Certain Events. Except as disclosed on Schedule 4.16 or as contemplated by this Agreement, since the Effective Time, there has not been any damage, destruction or loss, whether covered by insurance or not, with respect to the Assets that has had or is reasonably likely to have a Material Adverse Effect.

Section 4.17 Regulatory Matters. To Equitable’s knowledge, no consent is required in connection with the transaction contemplated hereby under the Natural Gas Policy Act of 1978,

as amended for which the failure to obtain such consent would be reasonably expected to have a Material Adverse Effect. Equitable is not and the Company will not be a natural gas company within the jurisdiction of the Natural Gas Act of 1938 (assuming that the fact that PMOG will be a member of the Company will not cause the Company to be a natural gas company within the jurisdiction of the Natural Gas Act of 1938).

Section 4.18 Information. To Equitable’s knowledge, Equitable has complied in all material respects with PMOG’s requests for supporting documentation and information relating to the transactions contemplated by this Agreement to the extent Equitable has such documentation or information in Equitable’s or its Affiliates’ possession or control.

Section 4.19 Sole Member. EGEL is the sole member of the Company prior to the issuance of membership interests therein to PMOG and EGEL pursuant to the terms hereof. The Company currently has no assets or liabilities.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF PMOG

PMOG represents and warrants to Equitable and the Company the following:

Section 5.1 Existence and Qualification. PMOG is a corporation organized, validly existing and in good standing under the Laws of the Commonwealth of Virginia.

Section 5.2 Power. PMOG has the corporate power to enter into and perform this Agreement (and all documents required to be executed and delivered by PMOG at Closing) and to consummate the transactions contemplated by this Agreement (and such documents).

Section 5.3 Authorization and Enforceability. The execution, delivery and performance of this Agreement by PMOG (and all documents required to be executed and delivered by PMOG at Closing), and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of PMOG. This Agreement has been duly executed and delivered by PMOG (and all documents required to be executed and delivered by PMOG at Closing will be duly executed and delivered by PMOG) and this Agreement constitutes (and at the Closing such documents will constitute) the valid and binding obligations of PMOG, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Section 5.4 No Conflicts. The execution, delivery and performance of this Agreement by PMOG (and all documents required to be executed and delivered by PMOG at Closing), and the consummation of the transactions contemplated by this Agreement (and by such documents) will not (a) violate any provision of the certificate of incorporation or bylaws of PMOG, (b) result in a default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration under any note, bond, mortgage, indenture, license or agreement to which PMOG is a party or by which it is

bound, (c) violate any judgment, order, ruling, or regulation applicable to PMOG as a party in interest, or (d) violate any Law applicable to PMOG or any of its assets, except any matters described in clauses (b), (c) or (d) above which would not have a material adverse effect on PMOG’s ability to consummate the transactions contemplated hereby and except for compliance with the HSR Act.

Section 5.5 Liability for Brokers’ Fees. Neither Equitable nor the Company shall directly or indirectly have any responsibility, liability or expense, as a result of undertakings or agreements of PMOG or its Affiliates, for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation to an intermediary in connection with the negotiation, execution or delivery of this Agreement or any agreement or transaction contemplated hereby.

Section 5.6 Consents, Approvals or Waivers. Except for compliance with the HSR Act, neither the execution and delivery of this Agreement (nor any documents required to be executed by PMOG at Closing), nor the consummation of the transactions contemplated hereby nor thereby, nor the compliance with the terms hereof nor thereof (in each case, by PMOG), will (a) be subject to obtaining any consent, approval, or waiver from any Governmental Authority or other third Person, or (b) except as would not, individually or in the aggregate, have a material adverse effect on PMOG’s ability to consummate the transactions contemplated hereby, violate any applicable Law binding upon PMOG.

Section 5.7 Litigation. Except for the Party Lawsuit, there are no actions, suits or proceedings pending, or to PMOG’s knowledge, threatened in writing by or before any Governmental Authority or arbitrator against PMOG which are reasonably likely to impair PMOG’s ability to consummate the transactions contemplated hereby.

Section 5.8 Financing. PMOG has sufficient cash, available lines of credit or other sources of immediately available funds (in United States dollars) to enable it to pay the Cash Contribution to the Company at the Closing.

Section 5.9 Independent Investigation. Subject to Equitable’s and the Company’s representations and warranties set forth in Article 3, Article 4 and Article 6 hereof (or in any certificate furnished or to be furnished by PMOG or the Company pursuant to this Agreement) and in the Conveyance, PMOG acknowledges and affirms that it has made (or will make prior to Closing) all such reviews and inspections of the Assets as PMOG has deemed necessary or appropriate. Except for the representations and warranties expressly made by Equitable or the Company in Articles 3, Article 4 and Article 6 of this Agreement (or in any certificate furnished or to be furnished to PMOG or the Company pursuant to this Agreement) and in the Conveyance, PMOG acknowledges that there are no representations or warranties, express or implied, as to the Assets or prospects thereof, and that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, PMOG has relied solely upon its own independent investigation, verification, analysis and evaluation.

Section 5.10 Equitable Information. To the knowledge of the officers of PMOG, as of the execution date of this Agreement, Equitable has complied in all material respects with

PMOG’s requests for supporting documentation and information relating to the transactions contemplated by this Agreement.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to PMOG the following:

Section 6.1 Existence and Qualification. The Company is a limited liability company organized and validly existing under the Laws of the State of Delaware; and the Company is duly qualified to do business as a foreign corporation in the Commonwealth of Virginia.

Section 6.2 Valid Issuance. The offer and sale of the membership interests in the Company to EGEL and PMOG has been duly authorized by the Company and, when issued and delivered to EGEL and PMOG in accordance with the terms of this Agreement, will be validly issued in accordance with the limited liability company agreement of the Company, fully paid (to the extent required under the limited liability company agreement of the Company) and nonassessable, will not be subject to preemptive or similar rights and will be free of any and all liens other than any arising under applicable state and federal securities Laws.

Section 6.3 Power. The Company has the limited liability company power to enter into and perform this Agreement (and all documents required to be executed and delivered by the Company at Closing) and to consummate the transactions contemplated by this Agreement (and such documents).

Section 6.4 Authorization and Enforceability. The execution, delivery and performance of this Agreement by the Company (and all documents required to be executed and delivered by the Company at Closing), and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action on the part of the Company. This Agreement has been duly executed and delivered by the Company (and all documents required to be executed and delivered by the Company at Closing will be duly executed and delivered by the Company) and this Agreement constitutes (and at the Closing such documents will constitute) the valid and binding obligations of the Company, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Section 6.5 No Conflicts. The execution, delivery and performance of this Agreement by the Company (and all documents required to be executed and delivered by the Company at Closing), and the consummation of the transactions contemplated by this Agreement (and by such documents) will not (a) violate any provision of the certificate of formation or limited liability company agreement of the Company, (b) result in a default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration under any note, bond, mortgage, indenture, license or agreement to

which the Company is a party or by which it is bound, (c) violate any judgment, order, ruling, or regulation applicable to PMOG as a party in interest, or (d) violate any Law applicable to the Company or any of its assets, except any matters described in clauses (b), (c) or (d) above which would not have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby and except for compliance with the HSR Act.

Section 6.6 Consents, Approvals or Waivers. Except for compliance with the HSR Act, neither the execution and delivery of this Agreement (nor any documents required to be executed by the Company at Closing), nor the consummation of the transactions contemplated hereby nor thereby, nor the compliance with the terms hereof nor thereof (in each case, by the Company), will (a) be subject to obtaining any consent, approval, or waiver from any Governmental Authority or other third Person, or (b) except as would not, individually or in the aggregate, have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, violate any applicable Law binding upon the Company.

Section 6.7 Litigation. There are no actions, suits or proceedings pending, or to the Company’s knowledge, threatened in writing by or before any Governmental Authority or arbitrator against the Company which are reasonably likely to impair the Company’s ability to consummate the transactions contemplated hereby.

ARTICLE 7
COVENANTS OF THE PARTIES

Section 7.1 Access. Equitable will give PMOG and its representatives access to the Assets and access to and the right to copy, at PMOG’s expense, the Records in Equitable’s possession, for the purpose of conducting an investigation of the Assets and the Company, but only to the extent that Equitable may do so without violating any obligations to any third Person; provided that Equitable shall use its commercially reasonable efforts to obtain all consents and waivers from such third Persons if necessary to permit PMOG’s access to the Assets and Records. Such access by PMOG shall be limited to Equitable’s normal business hours, and PMOG’s investigation shall be conducted in a manner that minimizes interference with the operation of the Assets. PMOG at its option may conduct a Phase I environmental audit of any or all of the Assets, to the extent Equitable has authority to permit such an audit, provided that neither PMOG nor its representatives shall conduct any testing or sampling on or with respect to the Assets prior to Closing.

Section 7.2 Indemnity Regarding Access. PMOG agrees to indemnify, defend and hold harmless Equitable, its Affiliates, the other owners of interests in the Assets (other than PMOG or its Affiliates), and all such Persons’ directors, officers, employees, agents and representatives from and against any and all Damages directly attributable to access to the Assets prior to the Closing by PMOG, its Affiliates, or its or their directors, officers, employees, agents or representatives in connection with PMOG’s due diligence activities with respect to the transactions contemplated hereby, even if caused in whole or in part by the negligence (whether sole, joint or concurrent), strict liability or other legal fault of any Indemnified

Person but excluding any Damages to the extent caused by the gross negligence or willful misconduct of any Indemnified Person.

Section 7.3 Pre-Closing Notifications. Until the Closing,

(a) PMOG shall notify Equitable promptly after any officer of PMOG obtains actual knowledge that (i) any representation or warranty of Equitable contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or (ii) any covenant or agreement to be performed or observed by Equitable prior to or on the Closing Date has not been so performed or observed in any material respect.

(b) Equitable shall notify PMOG promptly after any officer of Equitable obtains actual knowledge that (i) any representation or warranty of PMOG contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or (ii) any covenant or agreement to be performed or observed by PMOG prior to or on the Closing Date has not been so performed or observed in a material respect.

If any of PMOG’s or Equitable’s representations or warranties are untrue or shall become untrue in any material respect between the date of execution of this Agreement and the Closing Date, or if any of PMOG’s or Equitable’s covenants or agreements to be performed or observed prior to or on the Closing Date shall not have been so performed or observed in any material respect, but if such breach of representation, warranty, covenant or agreement shall (if curable) be cured by the Closing and no non-breaching Party has terminated this Agreement pursuant to Section 10.1, then such breach shall be considered not to have occurred for all purposes of this Agreement; provided that any costs or expenses arising out of or relating to such cure shall be borne solely by the Party who committed the breach (notwithstanding anything to the contrary herein, including the adjustments set forth in Section 2.2).

Section 7.4 Confidentiality, Public Announcements. Until the Closing, the Parties shall keep confidential and cause their Affiliates and their respective officers, directors, employees and representatives to keep confidential all information relating to this Agreement and the Assets, except as required by applicable Laws, administrative process or the applicable rules of any stock exchange to which such Party or its Affiliates are subject, and except for information which is available to the public on the date hereof or thereafter becomes available to the public other than as a result of a breach of this Section 7.4 by such Party or any such other Person. Until the Closing, no Party shall make any press release or other public announcement regarding the existence of this Agreement (or any documents contemplated by this Agreement), the contents hereof or thereof or the transactions contemplated hereby or thereby without the prior written consent of the other Parties; provided, however, the foregoing shall not restrict disclosures by any Party (a) that are agreed to in writing by Equitable and PMOG, (b) that are required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates, or (c) to Governmental Authorities and third Persons holding Preferential Rights or Consents that may be applicable to the

transactions contemplated by this Agreement (or any documents contemplated by this Agreement), as reasonably necessary to obtain waivers of such rights or such consents. The Parties agree to negotiate a reasonable and customary post-Closing press release. Notwithstanding the foregoing, at no time (before or after the Closing) shall either Party or its Affiliates disclose to third Persons the specific development plans for the Company’s operations, except (i) with the prior written consent of the other Party, (ii) to suppliers and other Persons bound by similar confidentiality provisions as is reasonably necessary to conduct operations of the Company, (iii) that are required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates, (iv) as is reasonably necessary to Governmental Authorities, (v) to prospective purchasers bound by similar confidentiality provisions, (vi) to the disclosing Party’s Affiliates and such Party’s representatives bound by similar confidentiality provisions or (vii) to the disclosing Party’s lenders or financials advisors, or (viii) information which is available to the public on the date hereof or thereafter becomes available to the public other than as a result of a breach of this Section 7.4 by such Party or any such other Person; provided that the disclosing Party shall be responsible for any breach by the parties listed under subsections (ii), (v) (vi) or (vii) above of the confidentiality provisions set forth in this sentence.

Section 7.5 Governmental Reviews. Equitable, PMOG and the Company shall each in a timely manner (a) make all required filings, including filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and prepare applications to and conduct negotiations, with each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, and (b) provide such information as any other may reasonably request in order to make such filings, prepare such applications and conduct such negotiations. Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations. Equitable shall pay all filing costs required by the HSR Act, in connection with the transactions contemplated hereby, including the attorneys’ fees; provided, however, that such attorneys’ fees shall not exceed Ten Thousand Dollars (US$10,000).

Section 7.6 Tax Matters.

(a) Effective Time for Tax Purposes. Notwithstanding any other provision of this Agreement, the Parties shall treat the sale of the Assets hereunder as occurring as of the Closing for all Tax purposes.

(b) Transfer Taxes. Equitable and the Company shall each pay any Transfer Taxes imposed on it by Law as a result of the transactions contemplated by this Agreement, but, notwithstanding such requirement at Law, the Company will indemnify and hold Equitable harmless from all such Transfer Taxes. Accordingly, if Equitable is required at Law to pay any such Transfer Taxes, the Company shall promptly reimburse Equitable for such amounts. Equitable and the Company shall timely file their own Transfer Tax returns as required by Law and shall notify the other Party when such filings have been made. Equitable and the Company shall cooperate and consult with

each other prior to filing such Transfer Tax returns to ensure that all such returns are filed in a consistent manner.

(c) Preparation of Tax Returns. With respect to any Tax Return covering a taxable period ending on or before the Closing Date (a “Pre-Closing Taxable Period”) that is required to be filed after the Closing Date with respect to the Assets, Equitable shall cause such Tax Return to be prepared (in a manner consistent with practices followed in prior taxable periods except as required by a change in Law or fact) and shall cause such Tax Return to be executed and duly and timely filed with the appropriate Governmental Authority and shall pay all Taxes shown as due on such Tax Return. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Taxable Period”) that is required to be filed after the Closing Date with respect to the Assets, the Company shall cause such Tax Return to be prepared (in a manner consistent with practices followed in prior taxable periods except as required by a change in Law or fact) and shall cause such Tax Return to be executed and duly and timely filed with the appropriate Governmental Authority and, subject to Equitable’s payment to the Company of a portion of such Tax pursuant to Section 7.6(d), shall pay all Taxes shown as due on such Tax Return.

(d) Liability for Taxes. Equitable shall be responsible for and indemnify the Company against, and Equitable shall be entitled to all refunds or credits of, any Tax with respect to the Assets that is attributable to a Pre-Closing Taxable Period or to that portion of a Straddle Taxable Period that ends on the Closing Date. With respect to a Straddle Taxable Period, Equitable and the Company shall determine the Tax attributable to the portion of the Straddle Taxable Period that ends on the Closing Date by an interim closing of the books with respect to the Assets as of the Closing Date, except for ad valorem Taxes which shall be prorated on a daily basis to the Closing Date, and Equitable shall pay to the Company an amount equal to the Tax so determined to be attributable to that portion of a Straddle Taxable Period that ends on the Closing Date within five (5) days prior to the due date for the payment of such Tax to the extent not previously paid by Equitable. The Company shall be responsible for and indemnify Equitable against, and the Company shall be entitled to all refunds and credits of, all Taxes with respect to the Assets that are attributable to that portion of any Straddle Taxable Period beginning after the Closing Date. Notwithstanding the foregoing, Equitable shall be entitled to the general abatement of property Taxes issued by Dickenson County in the amount of one hundred thousand dollars (US$100,000) per year for a period of five (5) years.

(e) Tax Proceedings. With respect to any Tax for which Equitable is responsible, Equitable shall have the right, at its sole cost and expense, to control (in the case of a Pre-Closing Taxable Period) or participate in (in the case of a Straddle Taxable Period) the prosecution, settlement or compromise of any proceeding involving such Tax, including the determination of the value of property for purposes of real and personal property ad valorem Taxes. The Company shall take such action in connection with any such proceeding as Equitable shall reasonably request from time to time to implement the preceding sentence, including the execution of powers of attorney. Notwithstanding the

foregoing, neither the Company nor Equitable shall settle any proceeding with respect to any issue that could adversely affect the other Party in a taxable period (or portion thereof) beginning after the Closing Date without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. The Company shall give written notice to Equitable of its receipt of any notice of any audit, examination, claim or assessment for any Tax which could result in any such proceeding within twenty (20) days after its receipt of such notice.

(f) Assistance and Cooperation. Equitable shall grant to the Company (or its designees) access at all reasonable times to all of the information, books and records relating to the Assets within the possession of Equitable (including workpapers and correspondence with Governmental Authorities), and shall afford the Company (or its designees) the right (at the Company’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit the Company (or its designees) to prepare Tax Returns and to conduct negotiations with Governmental Authorities. The Company shall grant to Equitable (or its designees) access at all reasonable times to all of the information, books and records relating to the Assets within the possession of the Company (including workpapers and correspondence with Governmental Authorities), and shall afford Equitable (or its designees) the right (at Equitable’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit Equitable (or its designees) to prepare Tax Returns and to conduct negotiations with Governmental Authorities. After the Closing Date, Equitable and the Company will preserve all information, records or documents relating to liabilities for Taxes with respect to the Assets until six months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to the assessment of such Taxes.

Section 7.7 Further Assurances. After Closing, each Party agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by any other Party for carrying out the purposes of this Agreement, or of any document delivered pursuant to this Agreement.

Section 7.8 Assumption of Obligations. By the consummation of the transactions contemplated by this Agreement at Closing, and without limiting the indemnification obligations of either Party under this Agreement, from and after Closing the Company agrees to assume and pay, perform and discharge all obligations of Equitable with respect to the Assets.

Section 7.9 Pipeline Agreement.

(a) Each of EPC and EGEL hereby consents and agrees to the transaction contemplated by the Pipeline Agreement, with such consent to be effective as of the date of the Pipeline Agreement. PMOG hereby agrees that the Pipeline Agreement does not breach or violate the Original Lease or the Exploration Agreement.

(b) Upon the contribution and assignment of the Pipeline Agreement by Equitable to the Company, each of the Parties hereby consents and agrees the Pipeline Agreement shall be cancelled and of no further force or effect.

Section 7.10 Operation of Assets. Except as set forth on Schedule 7.10, until the Closing, Equitable will (a) operate the Assets and the business with respect thereto in the ordinary course, (b) not, without the prior written consent of PMOG, which consent shall not be unreasonably withheld, conditioned or delayed, commit to any operation, or series of related operations thereon, requiring future capital expenditures by the Company as the owner of the Assets in excess of those amounts reflected in the capital budget previously provided by Equitable to PMOG, or terminate, materially amend, execute or extend any material Contracts affecting the Assets, (c) maintain insurance coverage on the Assets in the amounts and of the types presently in force, (d) use its commercially reasonable efforts to maintain in full force and effect all rights of way, easements and similar real property interests, (e) maintain all material Governmental Permits affecting the Assets, (f) not transfer, sell, hypothecate, encumber or otherwise dispose of any Assets, except for transfers, sales or other similar dispositions of Assets, in one or more transactions, not exceeding Five Hundred Thousand Dollars (US$500,000.00) of consideration (in any form), in the aggregate, and (g) not commit to do any of the foregoing. PMOG’s approval of any action restricted by this Section 7.10 shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Equitable’s written notice) of Equitable’s written notice to PMOG requesting such consent unless PMOG notifies such Person to the contrary in writing during that period. In the event of an emergency, Equitable may take such action as a prudent operator would take and shall notify PMOG of such action promptly thereafter.

Section 7.11 Financial Information. Equitable shall use its commercially reasonable efforts to (a) assist PMOG and PMOG’s accountants, at the sole cost and expense of PMOG, in the preparation of either (i) if relief is granted by the SEC, statements of revenues and direct operating expenses and all notes thereto related to the Assets or (ii) if such relief is not granted by the SEC, the financial statements required by the SEC (such financial statements set forth in the foregoing clauses (i) and (ii), as applicable, the “Statements of Revenues and Expenses”) in each case of clauses (i) and (ii), that will be required of PMOG or any of its Affiliates in connection with reports, registration statements and other filings to be made by PMOG or any of its Affiliates related to the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act, or the Exchange Act, in such form that such statements and the notes thereto can be audited and (b) provide to PMOG access to such financial information as is reasonably related to the preparation of the Statements of Revenues and Expenses; provided that in no event shall Equitable be obligated to prepare or provide financial information, records or financial statements other than those kept by it in its ordinary course of business.

Section 7.12 Termination of Gas Gathering Agreement. Effective as of the Closing, EGEL shall terminate and shall cause its Affiliate, Equitable Energy, LLC, to terminate (with such termination to be effective as of the Effective Time with

respect to gas produced by any member of the Company or any of its Affiliates, and as of the Closing with respect to gas produced by unaffiliated third parties) that certain Gas Gathering Agreement dated as of January 1, 2005 between EGEL and Equitable Energy, LLC.

ARTICLE 8
CONDITIONS TO CLOSING

Section 8.1 Conditions of Equitable to Closing. The obligations of Equitable to proceed to consummate the transactions contemplated by this Agreement are subject, at the option of Equitable, to the satisfaction on or prior to Closing of each of the following conditions:

(a) Representations of PMOG. The representations and warranties of PMOG set forth in Article 5 shall be true and correct (disregarding any materiality qualifiers) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct, disregarding any materiality qualifiers, on and as of such specified date), except for such breaches, if any, that in the aggregate would not have a Material Adverse Effect;

(b) Performance. PMOG shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement prior to or on the Closing Date and all deliveries contemplated by Section 9.3 shall have been made (or PMOG shall be ready, willing and able to immediately make such deliveries);

(c) Working Interest Purchase. The transactions contemplated by the Purchase Agreement shall have closed (or PMOG shall be ready, willing and able to simultaneously close such transactions with the transactions contemplated hereby);

(d) No Action. On the Closing Date, no suit, action, or other proceeding (excluding any such matter initiated by a Equitable or any of its Affiliates) shall be pending or threatened before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain the consummation of the transactions contemplated by this Agreement or recover substantial damages from Equitable or any Affiliate of Equitable resulting therefrom;

(e) Asserted Title Defects/Casualties. The sum of all Asserted Title Defect Amounts for Asserted Title Defects properly reported under Section 3.3(a), plus the Damages resulting from any casualty loss occurring on or after the date hereof to all or any portion of the Assets, shall be less than ten percent (10%) of the unadjusted Cash Contribution; and

(f) HSR Act. The necessary waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired, or early termination of the waiting period shall have been granted.

Section 8.2 Conditions of PMOG to Closing. The obligations of PMOG to consummate the transactions contemplated by this Agreement are subject, at the option of PMOG, to the satisfaction on or prior to Closing of each of the following conditions:

(a) Representations of Equitable. The representations and warranties of Equitable set forth in Article 4 shall be true and correct (disregarding any materiality qualifiers, including Material Adverse Effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct, disregarding any materiality qualifiers, including Material Adverse Effect, on and as of such specified date), except for such breaches, if any, that in the aggregate would not have a Material Adverse Effect;

(b) Representations of the Company. The representations and warranties of Company set forth in Article 6 shall be true and correct (disregarding any materiality qualifiers, including Material Adverse Effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct, disregarding any materiality qualifiers, including Material Adverse Effect, on and as of such specified date), except for such breaches, if any, that in the aggregate would not have a Material Adverse Effect;

(c) Performance. Equitable and the Company shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by such Party under this Agreement prior to or on the Closing Date and all deliveries by such Parties contemplated by Section 9.2 and Section 9.4 shall have been made (or such Parties shall be ready, willing and able to immediately make such deliveries);

(d) Working Interest Purchase. The transactions contemplated by the Purchase Agreement shall have closed (or EPC shall be ready, willing and able to simultaneously close such transactions with the transactions contemplated hereby);

(e) No Action. On the Closing Date, no suit, action, or other proceeding (excluding any such matter initiated by PMOG or any of its Affiliates) shall be pending or threatened before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain the consummation of the transactions contemplated by this Agreement or recover substantial damages from PMOG or any Affiliate of PMOG resulting therefrom;

(f) Asserted Title Defects/Casualties. The sum of all Asserted Title Defect Amounts for Asserted Title Defects properly reported under Section 3.3(a), plus the Damages resulting from any casualty loss occurring on or after the date hereof to all or any portion of the Assets, shall be less than ten percent (10%) of the unadjusted Cash Contribution; and

(g) HSR Act. The necessary waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired, or early termination of the waiting period shall have been granted.

ARTICLE 9
CLOSING

Section 9.1 Time and Place of Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall, (i) unless otherwise agreed to in writing by PMOG and Equitable or otherwise provided in this Agreement, take place at the offices of Equitable located at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212, at 10:00 a.m., local time, on May 4, 2007, or (ii) if all conditions in Article 8 to be satisfied prior to Closing have not yet been satisfied or waived, as soon thereafter as such conditions have been satisfied or waived, subject to the provisions of Article 10. For the avoidance of doubt, each Closing subsequent to the initial Closing pursuant to Section 3.4 shall constitute a Closing for purposes of this Agreement and, as such, the conditions to Closing set forth in Section 8.1 and Section 8.2, the actions required at Closing by Section 9.2 and Section 9.3, and the adjustments required by Section 2.2 shall apply with respect to each such Closing. The date on which a Closing occurs is referred to herein as the “Closing Date.”

Section 9.2 Closing Deliveries of Equitable. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by PMOG of its obligations pursuant to Section 9.3, Equitable shall deliver or cause to be delivered to PMOG and the Company, among other things, the following:

(a) Duly executed conveyances of the Assets to the Company in substantially the form attached hereto as Exhibit B (the “Conveyance”), in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;

(b) A certificate duly executed by an authorized officer of EPC, dated as of the Closing, certifying on behalf of EPC that the conditions set forth in Section 8.2(a) and Section 8.2(c) have been fulfilled;

(c) A certificate duly executed by an authorized officer of EGEL, dated as of the Closing, certifying (i) on behalf of EGEL that the conditions set forth in Section 8.2(a) and Section 8.2(c) have been fulfilled and (ii) as the sole member of the Company, on behalf of the Company, that the conditions set forth in Section 8.2(b) and Section 8.2(c) have been fulfilled;

(d) An amended and restated limited liability company agreement duly executed by an authorized officer of EGEL, dated as of the Closing, in substantially the form attached hereto as Exhibit C (the “LLC Agreement”);

(e) A gas gathering agreement duly executed by an authorized corporate officer of Equitable Energy LLC, dated as of the Closing, in substantially the form attached hereto as Exhibit G (the “Gathering Agreement”);

(f) A gas purchase agreement duly executed by an authorized officer of EPC and an authorized officer of Equitable Energy LLC, dated as of the Closing, in substantially the form attached hereto as Exhibit H;

(g) A change of control agreement duly executed by an authorized officer of each of EPC, EGEL and PMOG, dated as of the Closing, in substantially the form attached hereto as Exhibit L (the “Change of Control Agreement”);

(h) A guaranty agreement duly executed by an authorized officer of EQT Investments, LLC, dated as of the Closing, in substantially the form attached hereto as Exhibit M;

(i) A note duly executed by an authorized officer of ET Blue Grass Company, dated as of the Closing, in substantially the form attached hereto as Exhibit E;

(j) An interconnection agreement duly executed by an authorized officer of EPC, dated as of the Closing, in substantially the form attached hereto as Exhibit O; and

(k) Resignations of all managers and officers of the Company effective as of the Closing.

Section 9.3 Closing Deliveries of PMOG. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Equitable of its obligations pursuant to Section 9.2 and by the Company of its obligations pursuant to Section 9.4, PMOG shall deliver or cause to be delivered to Equitable and the Company, among other things, the following:

(a) A wire transfer to the Company of the Cash Contribution and the Closing Payment in same-day funds;

(b) A certificate duly executed by an authorized officer of PMOG, dated as of the Closing, certifying on behalf of PMOG that the conditions set forth in Section 8.1(a) and Section 8.1(b) have been fulfilled;

(c) The LLC Agreement duly executed by an authorized officer of PMOG, dated as of the Closing;

(d) An assignment of easement agreement duly executed by an authorized officer of PMOG, dated as of the Closing, in substantially the form attached hereto as Exhibit D (the “New Easement Agreement”);

(e) As assignment and bill of sale in substantially the form of Exhibit B (but with PMOG as the assignor thereunder) assigning to the Company PMOG’s right, title and interest (if any) in and to the gas gathering system, facilities, compressors and pipelines described on Exhibit A-1;

(f) The Change of Control Agreement duly executed by an authorized officer of PMOG, dated as of the Closing; and

(g) A guaranty agreement duly executed by an authorized officer of Range Resources Corporation, dated as of the Closing, in substantially the form attached hereto as Exhibit N;

Section 9.4 Closing Deliveries of the Company. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by PMOG of its obligations pursuant to Section 9.3, the Company shall deliver or cause to be delivered to Equitable and PMOG, among other things, the following:

(a) The LLC Agreement duly executed by an authorized officer of the Operating Member on behalf of the Company, dated as of the Closing;

(b) A duly executed Conveyance and the New Easement Agreement, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;

(c) The Gathering Agreement duly executed by an authorized officer of the Operating Member on behalf of the Company, dated as of the Closing;

(d) The New Easement Agreement duly executed by an authorized officer of the Operating Member on behalf of the Company, dated as of the Closing; and

(e) An interconnection agreement duly executed by an authorized officer of the Operating Member on behalf of the Company, dated as of the Closing, in substantially the form attached hereto as Exhibit O.

ARTICLE 10
TERMINATION AND AMENDMENT

Section 10.1 Termination. This Agreement may be terminated at any time prior to Closing: (i) by the mutual prior written consent of EPC and PMOG; (ii) by either of PMOG or EPC, if the Closing has not occurred on or before sixty (60) days after the date hereof; (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 10.1 shall not be available (A) to Equitable or the Company, if any breach of this Agreement by Equitable or the Company has been the principal cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date, or (B) to PMOG, if any breach of this Agreement by PMOG has been the principal cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (iii) by Equitable, if (A) any of the representations and warranties of PMOG contained in this Agreement shall not be true and correct in all material respects (provided that any such representation or warranty that is already qualified by a materiality standard or a material adverse effect qualification shall not be further qualified); or (B) PMOG shall have failed to fulfill in any material respect any of its obligations under this Agreement; and, in the case of each of clauses (A) and (B) of this subsection (iii), Equitable shall have given PMOG written notice of such misrepresentation, breach of warranty

or failure, if curable, and such misrepresentation, breach of warranty or failure has not been cured by the Termination Date; or (iv) by PMOG, if (A) any of the representations and warranties of Equitable or the Company contained in this Agreement shall not be true and correct in all material respects (provided that any such representation or warranty that is already qualified by a materiality or Material Adverse Effect qualification shall not be further qualified); or (B) Equitable or the Company shall have failed to fulfill in any material respect any of its obligations under this Agreement, and, in the case of each of clauses (A) and (B) of this subsection (iv), PMOG shall have given Equitable written notice of such misrepresentation, breach of warranty or failure, if curable, and such misrepresentation, breach of warranty or failure has not been cured by the Termination Date.

Section 10.2 Effect of Termination. If this Agreement is terminated pursuant to Section 10.1, this Agreement shall become void and of no further force or effect except for the provisions of Section 4.4, Section 5.5, Section 7.2, Section 7.4 (other than the last sentence thereof), Section 12.8, Section 12.17, Section 12.18 and Section 12.19, which shall continue in full force and effect. Notwithstanding anything to the contrary in this Agreement, the termination of this Agreement under Section 10.1 shall not relieve any Party from liability for Damages resulting from any willful or negligent breach of this Agreement by such Party in any material respect.

ARTICLE 11
INDEMNIFICATIONS; LIMITATIONS

Section 11.1 Indemnification.

(a) [Intentionally omitted].

(b) From and after Closing, Equitable shall indemnify, defend and hold harmless the Company Indemnified Persons and the PMOG Indemnified Persons against and from all Damages incurred or suffered by any such Indemnified Person:

(i) caused by, arising out of or resulting from the ownership, use, or operation of the Assets before the Closing,

(ii) caused by, arising out of or resulting from Equitable’s or the Company’s breach of any of the covenants or agreements contained in Article 7,

(iii) caused by, arising out of or resulting from any breach of any representation or warranty made by Equitable or the Company contained in Article 4, Article 6 or in the certificate delivered by Equitable at Closing pursuant to Section 9.2(b) and Section 9.2(c),

(iv) caused by, arising out of or resulting from the claims, suits, proceedings and actions described in Schedule 4.6A hereto, or

(v) caused by, arising out of or resulting from (A) the Excluded Assets or (B) any pipeline imbalances attributable to the Assets prior to the Closing,

except to the extent such Damages are caused in whole or in part by the negligence (whether sole, joint, or concurrent), strict liability, or other legal fault of any Indemnified Person. Notwithstanding the foregoing, Equitable shall not be required under this Section 11.1(b) to indemnify, defend or hold harmless the PMOG Indemnified Persons from Property Costs accruing from and after the Effective Time and attributable to the Assets. The term “Company Indemnified Persons” as used herein means the Company and its Affiliates and their respective directors, officers, employees, stockholders, members, agents, consultants, advisors and other representatives (including legal counsel, accountants and financial advisors). The term “PMOG Indemnified Persons” as used herein means PMOG and its Affiliates and their respective directors, officers, employees, stockholders, members, agents, consultants, advisors and other representatives (including legal counsel, accountants and financial advisors).

(c) From and after Closing, PMOG shall indemnify, defend, and hold harmless the Company Indemnified Parties and the Equitable Indemnified Parties against and from all Damages incurred or suffered by any such Indemnified Person:

(i) caused by, arising out of or resulting from PMOG’s breach of any of PMOG’s covenants or agreements contained in Article 5, or

(ii) caused by, arising out of or resulting from any breach of any representation or warranty made by PMOG contained in Article 5 of this Agreement or in the certificate delivered by PMOG at Closing pursuant to Section 9.3(b),

except to the extent such Damages are caused in whole or in part by the negligence (whether sole, joint, or concurrent), strict liability, or other legal fault of any Indemnified Person. The term “Equitable Indemnified Persons” as used herein means Equitable and its Affiliates and their respective directors, officers, employees, stockholders, members, agents, consultants, advisors and other representatives (including legal counsel, accountants and financial advisors).

(d) Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, this Section 11.1 contains the Parties’ exclusive remedy against each other with respect to breaches of the representations, warranties, covenants and agreements of the Parties contained in Article 4, Article 5, Article 6 and Article 7 (excluding Section 7.2), which shall be separately enforceable by the injured party pursuant to whatever rights and remedies are available to it outside of this Article 11) and the affirmations of such representations, warranties, covenants and agreements contained in the certificate delivered by each Party at Closing pursuant to Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable. Except for (i) the remedies contained in this Section 11.1, (ii) any other remedies available to the Parties at Law or in equity for

breaches of provisions of this Agreement other than Article 4, Article 5, Article 6 and Article 7 (excluding Section 7.2) and (iii) the remedies available in connection with any other document delivered by any Party in connection with the transactions contemplated hereby, from and after Closing each Party releases, remises, and forever discharges the other Parties and their respective Affiliates and all such Persons’ stockholders, officers, directors, employees, agents, advisors and representatives from any and all suits, legal or administrative proceedings, claims, demands, damages, losses, costs, liabilities, interest, or causes of action whatsoever, in Law or in equity, known or unknown, which such Parties might now or subsequently may have, based on, relating to or arising out of this Agreement or the consummation of the transactions contemplated hereby, except to the extent caused in whole or in part by the negligence (whether sole, joint, or concurrent), strict liability, or other legal fault of any released Person.

(e) “Damages” shall mean the amount of any actual liability, loss, cost, expense, claim, award, or judgment incurred or suffered by any Indemnified Person arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims, torts or otherwise including reasonable fees and expenses of attorneys, consultants, accountants, or other agents and experts reasonably incident to matters indemnified against, and the costs of investigation and/or monitoring of such matters, and the costs of enforcement of the indemnity; provided, however, that no Party shall be entitled to indemnification under this Agreement for, and “Damages” shall not include (except to the extent that such Damages are awarded to an unaffiliated third Person) (i) loss of profits or other consequential damages suffered by the Party claiming indemnification, or any punitive damages or (ii) in the event the Indemnified Person takes any action that exceeds the scope of the operating authority granted to it under the LLC Agreement, any liability, loss, cost, expense, claim, award or judgment to the extent and only to the extent increased by such action..

(f) The indemnity to which each Party is entitled under this Agreement shall be for the benefit of and extend to such Indemnified Persons affiliated with such Party as described above in this Agreement. Any claim for indemnity under this Agreement by any such Indemnified Person (other than a Party) must be brought and administered by the applicable Party to this Agreement. No Indemnified Person other than a Party shall have any rights against any Party under the terms of this Section 11.1 or otherwise under this Agreement except as may be exercised on its behalf by such Party, pursuant to this Section 11.1(f). Each Party may elect to exercise or not exercise indemnification rights under this Section on behalf of the other Indemnified Persons affiliated with it in its sole discretion and shall have no liability to any such other Indemnified Person for any action or inaction under this Agreement.

(g) For the sole purposes of the indemnities set forth in this Section 11.1, in determining a breach or inaccuracy of any Party’s representations or warranties and in calculating the amount of Damages incurred, arising out of or relating to any such breach or inaccuracy of a representation or warranty, any references to “Material Adverse Effect” or other materiality qualifications (or correlative terms) shall be disregarded.

Section 11.2 Indemnification Actions. All claims for indemnification under Section 11.1 shall be asserted and resolved as follows:

(a) For purposes of this Agreement, the term “Indemnifying Person” when used in connection with particular Damages shall mean the Person having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Agreement, and the term “Indemnified Person” when used in connection with particular Damages shall mean a Person having the right to be indemnified with respect to such Damages pursuant to this Agreement.

(b) To make claim for indemnification under Section 11.1, an Indemnified Person shall notify the Indemnifying Person of its claim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Claim and shall enclose a copy of all papers (if any) served with respect to the Claim; provided that the failure of any Indemnified Person to give notice of a Claim as provided in this Section 11.2 shall not relieve the Indemnifying Person of its obligations under Section 11.1 except to the extent (and only to the extent of such incremental Damages incurred) such failure results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Claim or otherwise prejudices the Indemnifying Person’s ability to defend against the Claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant, or agreement, the Claim Notice shall specify the representation, warranty, covenant, or agreement that was inaccurate or breached.

(c) In the case of a claim for indemnification based upon a Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether or not it agrees to indemnify and defend the Indemnified Person against such Claim under this Article 11. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer, or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person.

(d) If the Indemnifying Person agrees to indemnify the Indemnified Person, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Claim. The Indemnifying Person shall have full control of such defense and proceedings, including any compromise or settlement thereof. If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Claim, which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may participate in, but not control, at its sole cost and expense, any defense or settlement of any Claim controlled by the Indemnifying Person pursuant to this Section 11.2(d). An Indemnifying Person shall not, without the written consent of

the Indemnified Person, such consent not to be unreasonably withheld, conditioned or delayed, settle any Claim or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all liability in respect of such Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity).

(e) If the Indemnifying Person does not agree to indemnify the Indemnified Person within the thirty (30) day period specified in Section 11.2(c), fails to give notice to the Indemnified Party within such thirty (30) day period regarding its election, or if the Indemnifying Party agrees to indemnify, but fails to diligently defend or settle the Claim, then the Indemnified Person shall have the right to defend against the Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(f) In the case of a claim for indemnification not based upon a Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) agree to indemnify the Indemnified Person for such Damages, or (iii) dispute the claim for such Damages. If such Indemnifying Person does not respond to such Claim Notice within such thirty (30) day period, such Person will be deemed to dispute the claim for Damages.

Section 11.3 Limitation on Actions.

(a) The representations and warranties of the Parties in Article 4, Article 5 and Article 6 and the covenants and agreements of the Parties in Article 7, and the corresponding representations and warranties given in the certificates delivered at the Closing pursuant to Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, shall survive the Closing for a period of one (1) year, except that, (i) with respect to any taxable period, the representations, warranties, covenants and agreements contained in Section 4.7 and Section 7.6 shall survive until the applicable statute of limitations closes such taxable period and (ii) the provisions of Section 4.4, Section 5.5 and the last sentence in Section 7.4 shall survive the Closing without time limit. The remainder of this Agreement shall survive the Closing without time limit, except as provided in Section 11.3(b) below. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration (if any), provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date.

(b) The indemnities in Section 11.1(b)(ii), Section 11.1(b)(iii), Section 11.1(c)(i) and Section 11.1(c)(ii) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except (in each case) as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnities in Section 11.1(b)(i) shall terminate on the date which is three (3) years from the Closing Date except (in each case) as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date.

(c) Except for claims relating to a breach of a Party’s obligations under Section 4.4, Section 4.7, Section 5.5, Section 7.6, no individual claim of an Indemnified Person may be made against any Party for any Damages under Article 10 unless such Damages exceed an amount equal to Fifty Thousand Dollars (US$50,000). Furthermore, except for claims relating to a breach of a Equitable’s obligations under Section 4.4, Section 4.7, the last sentence of Section 7.4, Section 7.6, Section 11.1(b)(iv) and Section 11.1(b)(v), Equitable shall not have any liability for any indemnification under Section 11.1(b) until and unless the aggregate amount of the liability for all Damages for which Claim Notices are delivered by the Company or PMOG exceeds Three Hundred Fifty Thousand Dollars (US$350,000.00), then only to the extent such Damages exceed Three Hundred Fifty Thousand Dollars (US$350,000.00). The adjustments under Section 2.2, any further adjustments with respect to income, proceeds, receipts and credits under Section 12.1, any future adjustments with respect to Property Costs under Section 12.2 and any payments in respect of any of the preceding, as well as any Damages arising out of a breach by a Party of any other provision of this Agreement (excluding the provisions of Article 4, Article 5, Article 6 and Article 7), shall not be limited by this Section.

(d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Equitable shall not be required to indemnify any Party under this Article 11 (excluding Section 11.1(b)(iv) and Section 11.1(b)(v)) for aggregate Damages in excess of fifteen percent (15%) of the Cash Contribution.

(e) The amount of any Damages for which an Indemnified Person is entitled to indemnity under this Article 11 shall be reduced by the amount of insurance proceeds actually realized and received by the Indemnified Person or its Affiliates with respect to such Damages (net of any collection costs, and excluding the proceeds of any insurance policy issued or underwritten by the Indemnified Person or its Affiliates).

ARTICLE 12
MISCELLANEOUS

Section 12.1 Receipts. Any income, proceeds, receipts and credits attributable to the Assets which are not reflected in the adjustments to the Cash Contribution following the final adjustment pursuant to Section 2.2(b) shall be treated as follows: (a) all income, proceeds, receipts and credits earned with respect to the Assets to which the Company is entitled under

Section 1.5 shall be the sole property and entitlement of the Company, and, to the extent received by Equitable, Equitable shall fully disclose, account for and remit the same promptly to the Company; and (b) all income, proceeds, receipts and credits earned with respect to the Assets to which Equitable is entitled under Section 1.5 shall be the sole property and entitlement of Equitable and, to the extent received by the Company, the Company shall fully disclose, account for and remit the same promptly to Equitable.

Section 12.2 Property Costs. Any Property Costs which are not reflected in the adjustments to the Cash Contribution following the final adjustment pursuant to Section 2.2(b) shall be treated as follows: (a) all Property Costs for which Equitable is responsible under Section 1.5 shall be the sole obligation of Equitable and Equitable shall promptly pay, or if paid by the Company, promptly reimburse the Company for and hold the Company harmless from and against same; and (b) all Property Costs for which the Company is responsible under Section 1.5 shall be the sole obligation of the Company and the Company shall promptly pay, or if paid by Equitable, promptly reimburse Equitable for and hold Equitable harmless from and against same.

Section 12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement.

Section 12.4 Notices. All notices that are required or may be given pursuant to this Agreement shall be sufficient in all respects if given in writing and delivered personally, by facsimile or by recognized courier service, as follows:

If to EPC or EGEL:		225 North Shore Drive
		Pittsburgh, Pennsylvania 15212
		Attention: Corporate Secretary
		Telephone: (412)553-5700
		Telecopy: (412)553-7781

With a copy to:		Baker Botts LLP
		1500 San Jacinto Center
		98 San Jacinto Avenue
		Austin, Texas 78701
		Attention: Michael Bengtson
		Telephone: (512)322-2661
		Telecopy: (512)322-8349

If to PMOG:		777 Main Street, Suite 800
		Fort Worth, Texas 76102
		Attention: Chad Stephens
		Telephone: (810) 817-1929
		Telecopy: (810) 817-1990

With a copy to:		125 State Route 43
		P.O. Box 550
		Hartville, OH 44632
		Attention: Jeffery A. Bynum
		Telephone: (330) 877-6747
		Telecopy: (330) 877-6129

If to the Company:		225 North Shore Drive
		Pittsburgh, Pennsylvania 15212
		Attention: Corporate Secretary
		Telephone: (412)553-5700
		Telecopy: (412)553-7781

Any Party may change its address for notice by notice to the other Party in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed if received during regular business hours on a Business Day or, if not so received, on the next Business Day.

Section 12.5 [Intentionally Omitted].

Section 12.6 Expenses. All expenses incurred by Equitable or the Company in connection with or related to the authorization, preparation or execution of this Agreement, and the Exhibits and Schedules hereto and thereto, and all other matters related to the Closing, including all fees and expenses of counsel, accountants and financial advisers employed by Equitable, shall be borne solely and entirely by Equitable, and all such expenses incurred by PMOG shall be borne solely and entirely by PMOG.

Section 12.7 Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, letters of credit and guarantees, if any, posted by Equitable or any of its Affiliates with any Governmental Authority or third Person and relating to the Assets are to be transferred to the Company. As soon as practicable following Closing, the Company shall obtain, or cause to be obtained in the name of the Company, replacements for such bonds, letters of credit and guarantees, to the extent such replacements are necessary to permit the cancellation of the bonds, letters of credit and guarantees posted by Equitable and such Affiliates or to consummate the transactions contemplated by this Agreement.

Section 12.8 Governing Law; Jurisdiction; Court Proceedings. This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. Each of the Parties agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Federal Court for the Western District of Virginia (the “Chosen Court”) and, solely in connection with claims arising under this Agreement or the transactions contemplated hereby, (i) irrevocably submits to the

exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court, and (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over it. The foregoing consents to jurisdiction shall not constitute general consents for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties.

Section 12.9 Records. Equitable shall provide access to PMOG to such Records as PMOG shall reasonably request that are in the possession of Equitable or its Affiliates, in order for PMOG to make copies of the same, provided that Equitable shall be permitted to retain the originals of all such Records as Operating Member of the Company.

Section 12.10 Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

Section 12.11 Waivers. Any failure by any Party to comply with any of its obligations, agreements or conditions herein contained may be waived by the Party to whom such compliance is owed by an instrument signed by the Party to whom compliance is owed and expressly identified as a waiver, but not in any other manner. No waiver of, or consent to a change in, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 12.12 Assignment. No Party shall assign or otherwise transfer all or any part of this Agreement, except to a wholly-owned Affiliate in a transfer whereby this Agreement remains binding upon the transferring Party, nor shall any Party delegate any of its rights or duties hereunder, without the prior written consent of the other Party and any transfer or delegation made without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

Section 12.13 Entire Agreement. This Agreement, the Exhibits and Schedules attached hereto and the documents to be executed hereunder or in connection with a condition to Closing, together with the Purchase Agreement, the exhibits and schedules attached thereto and the documents to be executed thereunder or in connection with a condition to the closing thereof (the “Transaction Documents”), shall constitute the entire agreement among the Parties and their Affiliates pertaining to the subject matter of the Transaction Documents, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties and their Affiliates regarding such subject matter, including that certain letter of intent, dated as of September 25, 2006, between Range Resources Corporation and Equitable Resources, Inc. (the “Letter of Intent”). The Parties agree that, effective as of the Execution Date, the Letter of Intent shall be of no further force and effect.

Section 12.14 Amendment. This Agreement may be amended or modified only by an agreement in writing signed by Equitable and PMOG and expressly identified as an amendment or modification.

Section 12.15 No Third Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than a Party to any claim, cause of action, remedy or right of any kind, except the rights expressly provided to the Persons described in Section 11.1(f).

Section 12.16 References.

In this Agreement:

(a) References to any gender include a reference to all other genders;

(b) References to the singular include the plural, and vice versa;

(c) Reference to any Article or Section means an Article or Section of this Agreement;

(d) Reference to any Exhibit or Schedule means an Exhibit or Schedule to this Agreement, all of which are incorporated into and made a part of this Agreement;

(e) Unless expressly provided to the contrary, “hereunder”, “hereof”, “herein” and words of similar import are references to this Agreement as a whole and not any particular Section or other provision of this Agreement; and

(f) “Include” and “including” shall mean include or including without limiting the generality of the description preceding such term.

Section 12.17 Construction. PMOG is a party capable of making such investigation, inspection, review and evaluation of the Assets as a prudent person would deem appropriate under the circumstances, including with respect to all matters relating to the Assets, their value, operation and suitability. Each of Equitable, PMOG and the Company has had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby. This Agreement is the result of arm’s-length negotiations from equal bargaining positions.

Section 12.18 Limitation on Damages. Notwithstanding anything to the contrary contained herein, no Party or any of their respective Affiliates shall be entitled to consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby (other than consequential, special or punitive damages suffered by unaffiliated third Persons for which responsibility is allocated to a Party) and each Party, for itself and on behalf of its Affiliates, hereby expressly waives any right to consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby.

Section 12.19 Attorneys’ Fees. Except as expressly provided in Section 3.3(f) and Section 2.2(c), in connection with any suit, action or other proceeding to enforce any Party’s obligations under this Agreement, the Party prevailing in such suit, action or other proceeding shall be entitled to seek the recovery of all its costs and fees (including attorneys’ fees, experts’ fees, administrative fees, arbitrators’ fees and court costs) incurred in connection with such suit, action or other proceeding.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the Execution Date.

EPC:	Equitable Production Company


	By:	/s/ Joseph E. O’Brien
	Name:	Joseph E. O’Brien
	Title:	President


EGEL:	Equitable Gathering Equity, LLC


	By:	/s/ Joseph E. O’Brien
	Name:	Joseph E. O’Brien
	Title:	President


PMOG:	Pine Mountain Oil and Gas, Inc.


	By:	/s/ Chad L. Stephens
	Name:	Chad L. Stephens
	Title:	Senior Vice President - Corporate Development

COMPANY:	Nora Gathering, LLC


	By:	/s/ Joseph E. O’Brien
	Name:	Joseph E. O’Brien
	Title:	President

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

EXHIBIT A-1

GATHERING ASSETS

Document No.

Grantor/Lessor

Document
Date

State

County

Book

Page

RIGHTS-OF-WAY, EASEMENTS, SURFACE LEASES, ETC.

090019.01

Matney Perry

2/1/1994

Virginia

Buchanan

420

809

090019.02

Josephine Matney, et al.

2/1/1994

Virginia

Buchanan

420

812

090019.03

Gracie & Estil Daniels

2/1/1994

Virginia

Buchanan

420

818

090019.04

Alice Suggs, et vir.

2/10/1994

Virginia

Buchanan

420

794

090019.05

Maybell Matney

2/1/1994

Virginia

Buchanan

420

821

090019.06

Randy Lee Matney, et al.

2/1/1994

Virginia

Buchanan

420

815

090019.07

Julie Bell Matney, Single+B8

2/1/1994

Virginia

Buchanan

420

824

090019.08

Lution Matney, et ux.

2/1/1994

Virginia

Buchanan

420

827

090019.09

Ruby & Jay Bradley

2/1/1994

Virginia

Buchanan

420

830

090019.10

James H. Matney, et ux.

2/1/1994

Virginia

Buchanan

420

833

090019.11

Nell & Howard Dills

2/8/1994

Virginia

Buchanan

420

806

090019.12

Edward Horwath, et ux.

2/7/1994

Virginia

Buchanan

420

803

090060.00

Edgar Looney Estate

3/16/1994

Virginia

Buchanan

420

797

244754.01

Garnie & Lillie Anderson

7/16/1993

Virginia

Dickenson

244793.01

W. Harold & Dorothy Trivett

8/1/1994

Virginia

Dickenson

Unrecorded

244795.01

Paramount Land Company

11/10/1989

Virginia

Dickenson

245552.01

Darrell and Sylvia Carico (Compressor Site Agreement)

3/27/1998

Virginia

Dickenson

801487.00

Amelia Bowles, et al.

1/10/1951

Virginia

Buchanan

115

801573.00

Deedy Daniels, Single

11/17/1954

Virginia

Buchanan

124

202

801610.00

Emma Jane Wimmer, et al.

5/4/1956

Virginia

Buchanan

127

398

801647.00

L. F. Collins, et ux.

5/1/1957

Virginia

Buchanan

132

167

801720.00

Marion Kennedy, et ux.

6/9/1960

Virginia

Buchanan

143

801721.00

W. M. Ritter Lumber Company

7/15/1960

Virginia

Buchanan

143

469

801727.00

A. B. Jewell, et al.

11/11/1960

Virginia

Buchanan

144

398

801956.00

Norfolk & Western Railway Co.

7/2/1952

Virginia

Buchanan

Unrecorded

802241.00

Cecil Elswick, et al.

11/7/1952

Virginia

Buchanan

119

122

802242.00

Landon Elswick, et ux.

11/18/1952

Virginia

Buchanan

Unrecorded

802248.00

Wiley Mullins, et ux.

5/23/1957

Virginia

Buchanan

132

168

802249.00

Wiley Mullins, et ux.

5/23/1957

Virginia

Buchanan

132

169

802250.00

Elizabeth R. Estep, et vir.

6/9/1960

Virginia

Buchanan

143

142

802644.00

Billy M. Mills, et al.

3/29/1978

Virginia

Buchanan

257

EXHIBIT A-1

GATHERING ASSETS

Document No.

Grantor/Lessor

Document
Date

State

County

Book

Page

802645.00

Billy M.Mills, et al.

3/29/1978

Virginia

Buchanan

257

802651.00

Estbl A. Collins, et ux.

9/19/1978

Virginia

Buchanan

263

820

802841.00

Rufus Horn, et ux.

10/8/1981

Virginia

Buchanan

285

703

802844.00

Hassell White, et ux.

3/17/1982

Virginia

Buchanan

286

354

802875.00

Eli Mullins, et al.

8/17/1982

Virginia

Buchanan

289

307

802876.00

Scott Hagerman, et ux.

8/17/1982

Virginia

Buchanan

289

305

802886.00

Eli Mullins, et al.

8/17/1982

Virginia

Buchanan

289

309

802927.00

Richard Kennedy, et ux.

2/4/1983

Virginia

Buchanan

294

437

802928.00

Clarence M. Auville, et ux.

2/4/1983

Virginia

Buchanan

294

439

802946.00

Ira Allen, et ux.

9/21/1983

Virginia

Buchanan

304

501

802960.00

Georgia-Pacific Corp.

5/15/1984

Virginia

Buchanan

304

504

803133.00

Georgia Pacific Corporation

11/21/1985

Virginia

Buchanan

317

122

803218.00

Lon B. Rogers

12/22/1987

Virginia

Buchanan

339

280

803303.01

Alice Suggs, et vir.

2/12/1990

Virginia

Buchanan

Unrecorded

803303.02

Edgar Looney

2/12/1990

Virginia

Buchanan

Unrecorded

803303.03

Victoria Horwath, et vir.

2/8/1990

Virginia

Buchanan

Unrecorded

803303.04

Nell Dills, et vir.

2/10/1990

Virginia

Buchanan

Unrecorded

803303.05

May Matney

2/26/1990

Virginia

Buchanan

Unrecorded

803303.06

Julie B. Matney

3/8/1990

Virginia

Buchanan

Unrecorded

803303.07

Elmer Matney, et ux.

3/10/1990

Virginia

Buchanan

Unrecorded

803303.08

Gracie Daniels, et vir.

3/5/1990

Virginia

Buchanan

Unrecorded

803303.09

Ida Rife, et vir.

3/10/1990

Virginia

Buchanan

Unrecorded

806052.00

Garfield Justus, Widowed

5/7/1985

Virginia

Buchanan

313

801

806054.00

Shirley Dotson, et vir.

5/7/1985

Virginia

Buchanan

313

803

807234.00

Eugene Kennedy, et ux.

10/14/1992

Virginia

Buchanan

400

233

807247.00

Georgia-Pacific Corp.

6/16/1993

Virginia

Buchanan

413

357

902360.00

Estil A. & Mandy J. Collins

9/19/1978

Virginia

Buchanan

Unrecorded

904357.00

Michael M. and Roxie Mullins

9/27/2000

Virginia

Dickenson

360

497

904375.00

Verna Gay and Andrew Edwards

9/29/2000

Virginia

Dickenson

361

463

904493.00

Lloyd Hines, et al.

6/24/2001

Virginia

Dickenson

374

354

904500.00

Standard Banner Coal Corporation

4/30/2001

Virginia

Dickenson

374

356

904527.00

Eddie D. Hill and Roberta E. Hill

8/15/2001

Virginia

Dickenson

373

EXHIBIT A-1

GATHERING ASSETS

Document No.	Grantor/Lessor	Document Date	State	County	Book	Page
904589.00	Barbara E. Deel, Widow	7/16/2002	Virginia	Dickenson	378	114
904607.00	Barbara Smith, Widow	2/11/2002	Virginia	Dickenson	378	434
904608.00	Sylvia Carico & Darrell Carico	2/17+D101/200	Virginia	Dickenson	378	435
904636.00	Cheri Lynn Simonenko, Single	7/11/2002	Virginia	Dickenson	378	455
904644.00	Travis Clyde Mullins & Evelyn Diana Mullins	12/18/2001	Virginia	Dickenson	380	99
904645.00	Carl Kennedy & Madonna Kennedy	2/11/2002	Virginia	Dickenson	380	100
904646.00	Kenneth D. Lambert & Betty J. Lambert	2/11/2002	Virginia	Dickenson	380	101
904647.00	Toy Edwards, Single	2/25/2002	Virginia	Dickenson	380	97
904657.00	Carl Skeen, Sr. & Mildred Skeen	2/11/2002	Virginia	Dickenson	380	98
904894.00	Boyd D. Smith & Judith H. Smith	4/18+D68/2003	Virginia	Dickenson	388	562
904896.00	Beverly R. Shealy & Darin S. Shealy	4/22/2003	Virginia	Buchanan	572	258
904897.00	Carl Rasnake, Widower	4/17/2003	Virginia	Buchanan	572	261
904914.00	Eula Jackson, et al.	4/28/2003	Virginia	Buchanan	572	264
904945.00	Harold E. Johnson & Jacqueline Johnson	6/15/2003	Virginia	Buchanan	579	437
904961.01	Susie Deel & Carter Deel	6/13/2003	Virginia	Dickenson	394	355
904961.02	Retha Grizzle, Widow	6/13/2003	Virginia	Dickenson	394	368
905016.00	Harold G. Edwards, Jr. & Marlene Edwards	3/31/2003	Virginia	Dickenson	394	370
905071.00	Wilma C. Helton & Charles Helton	9/10/2003	Virginia	Dickenson	393	410
905123.00	Anthony Weingarten, Married But Dealing Solely	9/15/2003	Virginia	Dickenson	394	350
905541.00	Harold E. Johnson & Jacqueline Johnson	2/8/2004	Virginia	Buchanan	594	636
905609.00	Richard Thacker and Renita Thacker	5/18/2004	Virginia	Dickenson	403	639
905612.00	Farley Sykes & Billie Sykes	6/29/2004	Virginia	Dickenson	403	640
905631.00	Robert Lynn Meade & Brenda Meade	7/20/2004	Virginia	Dickenson	403	641
905695.00	Lillian Fleming, et al.	8/17/2004	Virginia	Dickenson	403	446
905696.00	Daniel B. Phillips & Jean L. Phillips	9/15/2004	Virginia	Dickenson	406	109
905734.00	Lawrence Colley & Anna Lou Colley	11/3/2004	Virginia	Buchanan	611	39
905745.00	Harold Bostic & Linda Bostic	11/17/2004	Virginia	Buchanan	611	560
905746.00	Marsha Ball & Bernard Ball	11/19/2004	Virginia	Buchanan	611	564
905750.00	Goldie Johnson	11/11/2004	Virginia	Buchanan	611	562
905751.00	Jennie Stilwell	12/7/2004	Virginia	Buchanan	611	578
905752.00	Billy A. & Linda S. Boyd	12/4/2004	Virginia	Buchanan	611	566
905753.00	Lonnie Boyd & Joan B. Boyd	11/16/2004	Virginia	Buchanan	611	568

EXHIBIT A-1

GATHERING ASSETS

Document No.	Grantor/Lessor	Document Date	State	County	Book	Page
905754.00	Fonnie Boyd & Beulah D. Boyd	11/16/2004	Virginia	Buchanan	611	570
905755.00	Kyle Bostic & Faye Bostic	11/11/2004	Virginia	Buchanan	611	572
905756.00	Christopher Bostic, Single & Keshia Bostic, Single	11/10/2004	Virginia	Buchanan	611	574
905757.00	Junior Ratliff	11/11/2004	Virginia	Buchanan	611	576
905818.00	James J. Hamilton & Daphne M. Hamilton	12/9/2004	Virginia	Dickenson	409	382
905823.00	Louis G. Smith, Divorced	12/27/2004	Virginia	Dickenson	409	622
905824.00	Louis G. Smith, Divorced	12/27/2004	Virginia	Dickenson	409	625
905825.00	Louis G. Smith, Divorced	12/27/2004	Virginia	Dickenson	409	628
905826.00	Edison L. Rose & Glora M. Rose	1/5/2005	Virginia	Dickenson	409	383
905827.00	Sherrie J. Stanley, Single	1/12/2005	Virginia	Dickenson	409	381
905828.00	Carl A. Howard, Single	1/12/2005	Virginia	Dickenson	409	325
905867.00	Peggy S. Mullins and Bob Mullins	3/2/2005	Virginia	Dickenson	412	75
905868.00	Irene S. Fuller	2/23/2005	Virginia	Dickenson	412	87
905869.00	Ronald Sykes and Loretta Sykes	2/23/2005	Virginia	Dickenson	412	89
905873.00	Wendell Bolling and Linda Bolling	2/24/2005	Virginia	Dickenson	412	91
905876.00	Kenneth D. Fletcher and Virginia J. Fletcher	1/10/2005	Virginia	Buchanan	617	427
905881.00	Bobby Gilbert, et al.	2/2/2005	Virginia	Buchanan	617	429
905882.00	Garneth D. Long and Sharon I. Long	1/28/2005	Virginia	Dickenson	412	93
905888.00	John F. Compton and Joe Ann Compton	1/6/2005	Virginia	Buchanan	617	431
905897.00	Carol P. Armstrong	3/9/2005	Virginia	Dickenson	412	95
905922.00	Rual Fuller, Single	3/10/2005	Virginia	Dickenson	412	97
905923.00	Leonard Byers and Eliza Byers	3/11/2005	Virginia	Dickenson	412	99
905924.00	Mildred H. Grizzle and Donna J. Grizzle, Single Women	3/10/2005	Virginia	Dickenson	412	101
905925.00	Benny Vance, et ux.	3/1/2005	Virginia	Dickenson	412	103
905944.00	Denny & Lois Sutherland	3/23/2005	Virginia	Dickenson	412	585
905945.00	Von P. Powers & Martha Powers	4/7/2005	Virginia	Dickenson	412	587
905966.00	David E. Rasnick, et al.	3/15/2005	Virginia	Dickenson	412	588
905968.00	Mary Howard & Lloyd S. Hines, Single Woman & Single Man	4/7/2005	Virginia	Dickenson	412	591
906006.00	Robert Dewayne Lothery, Single Dealing Solely And Separately	5/9/2005	Virginia	Dickenson	414	322
906007.00	Emil Artrip and Janice Artrip	5/11/2005	Virginia	Dickenson	414	323

EXHIBIT A-1

GATHERING ASSETS

Document No.	Grantor/Lessor	Document Date	State	County	Book	Page
906008.00	Gerri Lee Hernandez, Single	5/16/2005	Virginia	Dickenson	414	325
906010.00	Kathryn Lynne Arrington, et al.	4/9/2005	Virginia	Dickenson	411	327
906011.00	Roger W. Perkins and Tina Marie Perkins	4/14/2005	Virginia	Buchanan	621	276
906012.00	Rebecca Viers, A Single Woman	4/15/2005	Virginia	Dickenson	414	329
906021.00	Robin G. Charles and Harold F. Charles	5/18/2005	Virginia	Dickenson	414	341
906028.00	Mae Smith Rowlett and Marvin Rowlett	4/28/2005	Virginia	Dickenson	414	347
906031.00	Blanche F. Bowman, Widow	4/30/2005	Virginia	Dickenson	414	368
906032.00	Danny V. Jenkins and Sandy R. Jenkins	5/7/2005	Virginia	Dickenson	414	359
906045.00	Jerry D. Wright and Dorothy F. Wright	5/25/2005	Virginia	Dickenson	414	361
906046.00	Randy Mullins and Margaret Mullins	5/21/2005	Virginia	Dickenson	414 414	339 363
905464.00*	Standard Banner Coal Corporation	11/14/2003	Virginia	Dickenson	398	596

906047.00	Winson R. Boyd and Shirly Boyd	5/24/2005	Virginia	Dickenson	414	364
906048.00	James J. Hamilton & Daphne M. Hamilton	5/31/2005	Virginia	Dickenson	414	366
906081.00	Lendy Deel and Teresa Deel	6/15/2005	Virginia	Dickenson	417	515
906122.00	Mary Jean Compton, et al.	7/21/2005	Virginia	Dickenson	417	519
906123.00	Jimmy Turner and Janet Turner	7/19/2005	Virginia	Dickenson	417	517
906155.00	Johnny Turner and Bessie Carolyn Turner	6/9/2005	Virginia	Dickenson	417	272
906156.00	Worley Zane Edwards and Darlene Edwards	6/10/2005	Virginia	Dickenson	417	274
906173.00	Rufus Stevens	8/18/2005	Virginia	Russell	640	482
906180.00	Wayne Stevens and Ella Deane Fletcher	8/20/2005	Virginia	Russell	640	484
906187.00	Ray Kennedy and Hazel Kennedy	7/27/2005	Virginia	Dickenson	417	268
906188.00	Emory A. Mullins, A Widower	8/3/2005	Virginia	Dickenson	417	270
906191.00	James T. and Kay Viers	7/30/2005	Virginia	Dickenson	417	266
906193.00	Billy Boyd and Nancy Ellen Boyd	7/11/2005	Virginia	Dickenson	417	539
906194.00	Claude Ray Stanley	7/19/2005	Virginia	Dickenson	417 417 417	535 537 545
906196.00	Brian Scott Newberry and Elizabeth B. Newberry	8/15/2005	Virginia	Dickenson	417	541
906198.00	Vester Meade and Edna Meade	8/19/2005	Virginia	Dickenson	417	543
906213.00	Ruth Jones Turner and David F. Turner	5/12/2005	Virginia	Dickenson	419	461
906247.00	Robert Eugene Musick	9/17/2005	Virginia	Russell	642	111

EXHIBIT A-1

GATHERING ASSETS

Document No.

Grantor/Lessor

Document
Date

State

County

Book

Page

906247.00

Thurman Edgar Musick

9/17/2005

Virginia

Russell

642

113

906247.00

Zola Christine Hibbitts

9/17/2005

Virginia

Russell

642

105

906247.00

Betty Geraldine Hibbitts

9/17/2005

Virginia

Russell

642

109

906247.00

June Musick

9/16/2005

Virginia

Russell

642

107

906254.00

Harry C. Roberts, Jr., et ux.

10/12/2005

Virginia

Dickenson

420

174

906282.00

Larry Bowman and Elizabeth Bowman

9/22/2005

Virginia

Dickenson

906284.00

Donald Cook and Laquita Karen Cook

10/12/2005

Virginia

Dickenson

422

906366.00

Gary Bradley Barton

2/15/2006

Virginia

Russell

650

958

906367.00

Rufus Stevens

2/22/2006

Virginia

Russell

650

956

906410.00

Betty Geraldine Hibbitts

4/1/2006

Virginia

Russell

652

849

906410.00

June Musick

2/18/2006

Virginia

Russell

652

853

906410.00

Thurman Edgar Musick

3/31/2006

Virginia

Russell

652

847

906410.00

Robert Eugene Musick

4/1/2006

Virginia

Russell

652

855

906410.00

Zola Christine Hibbitts

4/1/2006

Virginia

Russell

652

851

906414.00

Hometown Convenience, LLC

1/1/2006

Virginia

Buchanan

906480.00

Rufus Stevens

5/12/2005+D204

Virginia

Russell

655

457

906484.00

Clifton Darrell Mullins and Jennifer R. Mullins

5/3/2006

Virginia

Dickenson

427

759

906485.00

Darrell W. Mullins and Joyce A. Mullins

5/3/2006

Virginia

Dickenson

427

761

906486.00

Ruby Margaret Carty, Widow

5/13/2006

Virginia

Dickenson

427

763

906487.00

Carl J. Mullins and Pauline M. Mullins

5/8/2006

Virginia

Dickenson

427

765

906488.00

Vester Meade and Edna Meade

9/12/2005

Virginia

Dickenson

428

906489.00

Estelle Owens, Widow

3/17/2006

Virginia

Dickenson

427

767

906490.00

Mary Amburgey, et al.

12/17/2005

Virginia

Dickenson

427

769

906521.00

Nevalee Deel, Widow

5/2/1987

Virginia

Dickenson

244

476

906522.00

Lola Hill, Widow

10/16/1987

Virginia

Dickenson

247

575

906523.00

Charles Dwain Yates

6/9/2006

Virginia

Dickenson

428

316

906524.00

Randall Mark Bise and Sherry L. Hayes

6/8/2006

Virginia

Dickenson

428

318

906525.00

Randall Mark Bise, et al.

6/6/2006

Virginia

Dickenson

428

321

906526.00

Carl J. Garrett and Wanda Lee Garrett

6/22/2006

Virginia

Dickenson

428

320

906527.00

Ruth Hamilton, et al.

6/15/2006

Virginia

Dickenson

431

786

906528.00

Gaynell Smith

1/19/2006

Virginia

Dickenson

428

163

906529.00

Sandra Louise Eyler

1/20/2006

Virginia

Dickenson

428

167

EXHIBIT A-1

GATHERING ASSETS

Document No.	Grantor/Lessor	Document Date	State	County	Book	Page
906530.00	Leonard Byers and Eliza Byers	12/14/2005	Virginia	Dickenson	428	168
906531.00	Lambert Land, LLC	2/28/2006	Virginia	Dickenson	428	173
906532.00	James Robert Long and Wanda Long	1/3/2006	Virginia	Dickenson	428	174
906533.00	Vernard Roger Kiser and Carol Kiser	1/9/2006	Virginia	Dickenson	428	176
906534.00	Connie Jean Stanley and Blake Stanley	1/3/2006	Virginia	Dickenson	428	178
906535.00	Lester Allen Kiser and Janet Kiser	1/11/2006	Virginia	Dickenson	428	180
906536.00	Lolla Fern Deed and Farley Deel	1/13/2006	Virginia	Dickenson	428	182
906537.00	Keith Allen Compton	3/15/2006	Virginia	Dickenson	428	184
906538.00	Marlon Colley	4/14/2006	Virginia	Dickenson	428	186
906539.00	Doris Ted Kiser and Judy Kiser	1/3/2006	Virginia	Dickenson	428	187
906540.00	Floria G. Hay	12/21/2005	Virginia	Dickenson	428	189
906541.00	Irene Edwards	1/4/2006	Virginia	Dickenson	428	191
906542.00	Jennifer S. Edwards	2/3/2006	Virginia	Dickenson	428	193
906543.00	Charles L. Krum and Adina C. Krum	3/10/2006	Virginia	Dickenson	428	194
906544.00	Colley Trevor	4/21/2006	Virginia	Dickenson	428	195
906545.00	Palmer Yates and Mildred Yates	3/15/2006	Virginia	Dickenson	428	196
906546.00	Carnell and Jane Salyers	1/17/2006	Virginia	Dickenson	428	200
906547.00	Carnell Salyers	1/17/2006	Virginia	Dickenson	428	201
906548.00	Theodore Gray Edwards and Cassie Edwards	1/16/2006	Virginia	Dickenson	428	202
906549.00	Theodore Gray Edwards and Cassie Edwards	1/16/2006	Virginia	Dickenson	428	203
906564.00	Clyde L. Rose	4/22/2006	Virginia	Dickenson	428	330
906565.00	Gary Joe Kincade, Special Commisioner for Colley Trevor	4/21/2006	Virginia	Dickenson	428	352
906566.00	Marlon Colley, A Married Man Dealing In His Sole And Separate Property	4/14/2006	Virginia	Dickenson	428	351
906569.00	Danny Harvey, A Married Man Dealing In His Sold And Separate Property	5/10/2006	Virginia	Dickenson	428	345
906570.00	Estelle Owens, Widow	5/26/2006	Virginia	Dickenson	428	323A
906571.00	Letha June Stanley, A Married Woman Dealing In Her Sole And Separate Property and Welford Dotson	5/31/2006	Virginia	Dickenson	428	323
906572.00	Mary Jean Compton, A Widow, and Keith Allen Compton, A Married Man Dealing In His Sole And Separate Property	5/31/2006	Virginia	Dickenson	428	331
906573.00	Jackie Owens and Wanda Owens	5/25/2006	Virginia	Dickenson	428	332

EXHIBIT A-1

GATHERING ASSETS

Document No.	Grantor/Lessor	Document Date	State	County	Book	Page
906574.00	Leon D. Yates and Susie Yates	5/30/2006	Virginia	Dickenson	428	328
906575.00	Connie Allen Yates and Frances K. Yates	5/24/2006	Virginia	Dickenson	428	326
906576.00	Sherry B. Bise, A Single Woman	5/30/2006	Virginia	Dickenson	428	324
906585.00	Barbara Jean Spiehs and Ken Spiehs	6/14/2006	Virginia	Dickenson	428	305
906586.00	Darrell R. Large and Rheta Large	6/9/2006	Virginia	Dickenson	428	304
906587.00	Louie Garrett and Nancy Garrett	6/2/2006	Virginia	Dickenson	428	303
906588.00	Louie Garrett and Nancy Garrett	6/2/2006	Virginia	Dickenson	428	302
906589.00	Lambert Land, LLC	5/30/2006	Virginia	Dickenson	428	298
906590.00	Gary Dotson, et al.	6/9/2006	Virginia	Dickenson	428	297
906591.00	Walker Holsapple and Barbara Holsapple	6/16/2006	Virginia	Dickenson	428	313
906592.00	Roger Kelsey	6/13/2006	Virginia	Dickenson	428	315
906593.00	Estelle Owens, Widow	6/9/2006	Virginia	Dickenson	428	314
906594.00	James R. Mullins and Jamie Mullins	6/15/2006	Virginia	Dickenson	428	311
906600.00	Kenneth Ray Robinson and Pamela F. Robinson his wife	7/10/2006	Virginia	Dickenson	428	309
906601.00	Gilda Jean Stanley and Ernie Stanley	6/16/2006	Virginia	Dickenson	428	307
906618.00	East Tennessee Natural Gas, LLC	5/18/2006	Virginia	Dickenson	?	?
906633.00	Dollie Belle S. Patrick	7/7/2006	Virginia	Dickenson	429	293
906634.00	Peggy Kiser and Audie Lee Kiser	7/29/2006	Virginia	Dickenson	429	290
906635.00	Larry F. Mullins and Vonda C. Mullins	7/24/2006	Virginia	Dickenson	429	288
906636.00	Billy Joe Jesse	7/25/2006	Virginia	Dickenson	429	287
906637.00	Sammy Leftwich and Kathie Leftwich	7/22/2006	Virginia	Dickenson	429	286
906638.00	Ivan C. Rasnake and Mattie Jean Rasnake	8/5/2006	Virginia	Dickenson	429	285
906684.00	Gregory Bill Yates	7/21/2006	Virginia	Dickenson	432	3
906685.00	Gloria Jean Rasnick	8/11/2005	Virginia	Dickenson	432	5
906686.00	Delmon & Kimberly Edwards	7/24/2006	Virginia	Dickenson	432	2
906693.00	Commercial Recovery Systems, Inc.	9/13/2006	Virginia	Russell	663	152
906696.00	Ray and Carolyn Fleming	10/19/2006	Virginia	Dickenson	432	654
906697.00	Alvah Dotson and Genola Dotson	10/10/2006	Virginia	Dickenson	432	660
906699.00	David M. and Mary A. Yates	9/21/2006	Virginia	Dickenson	432	664
906702.00	Kenneth R. Rose and Bobby W. Rose	10/6/2006	Virginia	Dickenson	432	667
906703.00	James Alvie White	9/28/2006	Virginia	Dickenson	433	125
906706.00	Ervin Fuller and Lena J. Fuller	8/26/2006	Virginia	Dickenson	433	126

EXHIBIT A-1

GATHERING ASSETS

Document No.

Grantor/Lessor

Document
Date

State

County

Book

Page

906707.00

Hadley D. Owens

10/23/2006

Virginia

Dickenson

433

128

906708.00

Clemon and Gloria Jackson

7/25/2006

Virginia

Dickenson

433

129

906709.00

Jean Souleyrette

9/8/2006

Virginia

Dickenson

433

130

906710.00

Billy and Vanessa Souleyrette

9/8/2006

Virginia

Dickenson

433

131

906712.00

Sylvia and Darrell Carico

9/8/2006

Virginia

Dickenson

338

273

906715.00

Perry Ann Mariner and James Lawrence Mariner

9/12/2006

Virginia

Dickenson

433

134

906718.01

Jennifer Aileen Yates/French

6/8/2006

Virginia

Dickenson

433

135

906718.02

Connie Yates and Frances K. Yates

6/8/2006

Virginia

Dickenson

433

137

906718.03

Scotty Lee French

6/15/2006

Virginia

Dickenson

433

139

906719.01

Robert Piggott, Trustee of the Brown Family Trust

7/3/2006

Virginia

Dickenson

906719.02

Fred J. Brown, Trustee of the Brown Family Trust

7/3/2006

Virginia

Dickenson

906719.03

Susan Eyster, Trustee of the Brown Family Trust

8/25/2006

Virginia

Dickenson

906720.01

Fred J. Brown, Trustee of the Brown Family Trust

7/18/2006

Virginia

Dickenson

906720.02

Robert Piggott, Trustee of the Brown Family Trust

7/26/2006

Virginia

Dickenson

906720.03

Susan Eyster, Trustee of the Brown Family Trust

7/26/2006

Virginia

Dickenson

906721.00

Johnny Ray Mullins & Branson Harold Mullins

6/13/2006

Virginia

Dickenson

433

141

906722.00

Johnny Ray Mullins

6/13/2006

Virginia

Dickenson

433

142

906723.00

Johnny Ray Mullins

6/13/2006

Virginia

Dickenson

434

751

906724.00

Johnny Ray Mullins & Branson Harold Mullins

6/13/2006

Virginia

Dickenson

434

752

906759.01

Gladwell Bowman, et al.

8/11/2006

Virginia

Dickenson

434

749

906759.02

Gladwell Bowman, et al.

8/11/2006

Virginia

Dickenson

434

753

906763.00

Gregory Rose

10/2/2006

Virginia

Dickenson

906771.00

Tommy Leon Hale and Brenda Hale

10/4/2006

Virginia

Buchanan

906772.01

Lowell D. Ray, et al.

9/26/2006

Virginia

Buchanan

906772.02

Lowell D. Ray, et al.

10/2/2006

Virginia

Buchanan

906774.00

Wayne Stevens and Ella Deane Fletcher

9/28/2006

Virginia

Russell

906775.00

Marvin & Patricia Counts

10/24/2006

Virginia

Dickenson

433

214

906776.00

Janet Delores Breeding

9/30/2006

Virginia

Dickenson

433

215

906777.00

Edward Lee Kiser

9/30/2006

Virginia

Dickenson

433

216

906778.00

Matthew & Nannie Link

11/13/2006

Virginia

Dickenson

433

217

906779.00

Sandra L. Yelvington

11/22/2006

Virginia

Dickenson

433

229

*Memorandum recorded only. References made to four (4) right of way agreements.

EXHIBIT A-1

GATHERING ASSETS

Facility Name	BHP	Drive	Stages	Engine	Comp
Abner Gap #1	378	G	Multi	Cat G3408 SITA	Dresser Rand
Abner Gap #2	810	G	2	Cat G3512 TA	Dresser Rand
Banner #2	600	G	3	Cat 398 TAA	Dresser Rand
Banner #3	800	G	3	Cat 399TA	Ariel
Copperhead Gap #1	1250	E	4	Reliance/Elec	Ariel
Flemingtown	400	G	2	Ajax 2802 LE	AJAX
Fork Ridge #1	1750	E	4	Relance 1750	ARIEL JGT/6
Fork Ridge #2	1750	E	4	Relance 1750	ARIEL JGT/6
Hatchett	600	G	2	Cat 398 TAA	Dresser Rand
Hurricane Creek #1	675	G	2	Cat G3512 TA	Dresser Rand
Hurricane Creek #2	810	G	2	Cat G3512 TA	ARIEL
Lick Creek #1	600	G	2	Cat 398 TAA	Dresser Rand
Lick Creek #2	600	G	2	Cat 398 TAA	Dresser Rand
Middle Fork #1	400	G	Multi	Cat 3406 TA	Gardner Denver
Middle Fork #2	810	G	Multi	Cat 3512 TA	ARIEL
Nancy #1	400	G	2	Ajax 2802	Ajax
Nancy #2	810	G	2	Cat 3512 TA	ARIEL
Nora SR#1 (Banner #4)	1340	G	3	Cat 3516 TA	Ariel
Nora SR#2 (Leased)	1340	G	3	Cat 3516 TA AFR	Ariel
Nora SR#3 (Leased)	1340	G	3	Cat 3516 TA AFR	Ariel
North Big Ridge #1	1250	E	3	Reliance/Elec	Ariel JGK/4
North Big Ridge #2	1250	E	3	Reliance/Elec	Ariel JGK/4
Ramsey Ridge #1	305	G	Multi	Cat G3406 TA-HCR	Dresser Rand
Ramsey Ridge #2	305	G	Multi	Cat G3406 TA-HCR	Dresser Rand
Ramsey Ridge #3	675	G	2	Cat G3512 TA	Dresser Rand
Ramsey Ridge #4	810	G	Multi	CAT G35212 TA	Gardner Denver
Smith Ridge #1	810	G	2	Cat G3512 TA	ARIEL
Smith Ridge #2	810	G	2	Cat G3512 TA	ARIEL
South Little Caney #1	400	G	2	Caterpillar	Ariel JG/R
South Little Caney #2	400	G	Multi	Caterpillar 3408	Frick
Wampler Ridge #1	1265	G	4	Cat 3516 LE 130	Universal (ARIEL)
Wampler Ridge #2	1265	G	4	Cat 3516 LE 130	Dearing
Wampler Ridge #3	1265	G	4	CAT 3516	Ariel

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
451364	2	36084-H4
451472	4	37082-B4
452131	2	37082-A1
452678	2	36082-H4
452704	2	36082-H4
454580	8	36082-H3
454607	3	37082-A2
454710	2	37082-A4
454969	3	37082-A3
455495	3	37082-B4
455666	4	36082-H4
455743	4	37082-A2
455782	3	37082-A3
455795	2	37082-B2
455841	2	37082-A1
455862	3	37082-A1
455886	2	37082-A4
455897	6	36082-H2
455937	3	37082-A3
455945	2	37082-A2
455945	3	37082-A2
455946	3	37082-A2
455948	3	37082-A3
455949	2	36082-H2
455952	4	36082-H2
455957	4	36082-H2
455959	3	37082-A2
455969	2	37082-A4
455977	3	37082-A3
455991	3	37082-A3
455995	3	37082-A1
455998	4	37082-A4
455999	4	37082-H4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456000	4	36082-H2
456009	3	37082-A3
456010	3	37082-A3
456019	3	37082-A3
456023	4	36082-H4
456024	3	37082-A3
456027	6	37082-A4
456029	4	37082-A3
456033	3	37082-A4
456034	3	37082-A3
456035	3	37082-B4
456039	2	37082-A4
456041	4	37082-B3
456043	2	37082-A3
456050	3	37082-A4
456051	3	37082-A4
456052	3	37082-A3
456065	4	36082-H2
456066	4	37082-A2
456071	3	37082-A2
456073	3	37082-A4
456075	3	37082-A3
456076	3	37082-A3
456087	3	37082-A2
456109	4	36082-H4
456112	2	37082-A4
456114	4	37082-A2
456115	3	37082-A3
456119	4	37082-A2
456127	4	36082-H4
456128	3	37082-A3
456129	3	37082-A1
456135	4	37082-A4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456136	3	37082-A4
456141	3	37082-A2
456142	3	37082-A2
456154	4	36082-H4
456155	3	37082-A3
456157	4	37082-A2
456158	3	37082-A3
456159	4	36082-H4
456160	4	36082-H4
456161	3	37082-A2
456162	4	36082-H4
456163	4	36082-H4
456175	3	37082-A2
456178	3	37082-A4
456196	4	36082-H4
456201	3	37082-A3
456203	6	37082-B2
456206	3	37082-A3
456209	3	37082-A2
456210	4	37082-A2
456220	3	37082-A4
456238	3	37082-A3
456239	3	37082-A3
456241	2	37082-B1
456242	2	37082-A4
456244	4	36082-H4
456245	4	37082-A4
456251	3	36082-H4
456254	3	37082-A3
456260	2	37082-A3
456262	4	36082-H4
456265	2	37082-A3
456266	4	37082-A3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456275	3	37082-A2
456276	4	37082-A3
456277	3	37082-A2
456278	3	37082-A3
456280	4	37082-A4
456284	6	36082-H3
456288	4	37082-A4
456290	4	37082-A4
456291	4	37082-A4
456292	3	37082-A3
456293	6	36082-H3
456305	4	37082-A4
456306	4	37082-A4
456309	4	37082-B3
456310	4	37082-B3
456313	6	36082-H3
456316	4	37082-A4
456318	3	37082-A2
456319	3	37082-A3
456320	3	37082-A2
456321	2	37082-A2
456322	3	37082-A4
456323	4	37082-A3
456324	4	36082-H4
456333	2	37082-B2
456334	3	37082-A4
456335	3	37082-A4
456341	3	37082-A2
456345	3	37082-B3
456346	4	37082-A4
456348	4	37082-A2
456354	4	37082-B2
456359	6	37082-B2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456361	6	37082-A3
456362	4	37082-A3
456380	6	36082-H3
456391	3	37082-A3
456392	6	36082-H3
456395	3	37082-A3
456396	4	37082-A4
456397	2	37082-B1
456401	4	37082-A2
456402	4	37082-A3
456405	2	37082-B1
456406	3	37082-A4
456407	8	37082-A2
456408	4	37082-B3
456409	2	37082-A2
456410	6	37082-A2
456415	3	37082-A4
456420	3	37082-A3
456421	2	37082-A3
456422	2	37082-A3
456429	4	37082-A3
456430	8	37082-A2
456431	3	37082-A2
456432	3	37082-A4
456434	4	37082-A4
456449	6	37082-A4
456452	3	37082-A2
456463	2	37082-A4
456469	3	37082-B3
456470	4	37082-B3
456472	6	37082-A2
456473	2	37082-A2
456477	4	37082-A3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456478	4	36082-H4
456482	4	37082-A3
456483	4	37082-A2
456484	4	37082-A2
456487	3	37082-A4
456488	2	36082-H4
456489	4	37082-A1
456494	4	37082-A3
456495	3	37082-B1
456498	3	37082-A3
456500	3	37082-A3
456501	4	37082-A3
456502	4	37082-A3
456503	2	37082-A3
456505	4	37082-A3
456515	2	37082-A2
456523	3	37082-A3
456548	3	37082-A2
456549	4	37082-A2
456550	4	37082-A4
456551	3	37082-A3
456553	4	37082-B3
456554	3	37082-A3
456560	3	37082-A3
456562	3	37082-A2
456563	3	37082-A4
456568	4	37082-A4
456572	3	37082-A4
456573	6	37082-A3
456575	4	37082-A2
456576	4	37082-A2
456578	4	37082-A3
456584	3	36082-H3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456593	4	37082-A2
456601	3	37082-A3
456605	4	37082-A3
456610	4	37082-A4
456612	3	36082-H4
456617	3	37082-A3
456629	4	37082-A3
456637	6	37082-A3
456641	4	36082-H4
456649	4	37082-A3
456656	3	37082-A4
456657	3	37082-A4
456670	4	37082-A3
456676	3	37082-A3
456677	4	37082-A3
456678	3	37082-A4
456679	6	37082-A3
456682	2	37082-A4
456683	2	37082-A4
456692	6	37082-A3
456693	2	37082-A2
456698	2	37082-B3
456707	4	37082-A3
456709	3	37082-A2
456713	4	36082-H4
456714	4	36082-H4
456717	2	37082-A2
456720	2	37082-B3
456721	3	36082-H4
456725	4	37082-A4
456726	4	37082-A2
456727	3	37082-A2
456727	4	37082-A3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456734	4	37082-A4
456735	4	37082-A4
456740	4	37082-A3
456741	3	37082-A3
456743	4	37082-B2
456745	4	37082-B2
456750	3	37082-A2
456755	4	37082-A3
456757	3	37082-A3
456761	4	37082-A4
456762	3	37082-A4
456774	4	37082-A4
456775	3	37082-A4
456779	3	37082-A3
456781	4	37082-A4
456781	4	37082-B2
456782	4	37082-A3
456797	4	36082-H3
456802	4	37082-B3
456806	3	37082-A4
456810	3	37082-A3
456811	2	37082-A2
456813	4	37082-A4
456814	3	37082-B3
456816	2	37082-A2
456818	4	37082-A1
456823	2	37082-A3
456830	4	37082-A3
456832	3	37082-A2
456833	4	37082-A2
456834	4	37082-B2
456839	3	37082-B3
456842	4	37082-A2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456845	4	37082-A2
456847	4	37082-A2
456853	4	37082-B3
456855	4	37082-B3
456856	4	37082-B3
456863	3	37082-A2
456864	3	37082-A2
456865	4	37082-A2
456866	4	37082-A2
456880	4	36082-H4
456886	3	37082-A4
456898	4	37082-A4
456909	4	37082-A1
456910	4	37082-A3
456911	4	37082-A3
456912	4	37082-A3
456913	2	37082-A3
456926	4	37082-A4
456929	4	37082-A2
456932	4	37082-A1
456933	4	37082-A2
456935	4	37082-A3
456936	2	37082-A2
456937	4	37082-A3
456940	4	37082-A3
456941	4	37082-A3
456944	4	37082-A2
456949	4	36082-H4
456954	4	37082-A3
456956	4	37082-A2
456958	4	37082-A2
456963	2	37082-A2
456964	4	37082-A3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
456965	4	37082-A2
456966	2	37082-A2
456974	3	37082-A3
456978	4	37082-B2
456983	4	37082-A2
456984	3	37082-A3
456990	4	37082-B2
456993	4	37082-A2
456994	4	37082-A2
456995	4	37082-A2
456996	4	37082-A2
457009	2	37082-A4
457011	4	37082-A3
457012	4	37082-A3
457013	2	37082-A1
457014	2	37082-A1
457016	4	37082-A3
457017	4	37082-A2
457019	2	37082-A3
457024	3	37082-A3
457025	4	37082-A2
457027	2	37082-A3
457027	3	37082-A2
457028	2	37082-A2
457029	3	37082-A3
457030	4	37082-A4
457031	4	37082-A2
457032	4	37082-A2
457033	4	37082-A2
457034	4	37082-B3
457035	4	37082-A2
457036	4	37082-B2
457037	4	37082-A4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
457038	4	37082-A2
457039	4	37082-A2
457040	4	37082-A3
457041	4	37082-A3
457043	4	37082-A3
457044	2	37082-A3
457044	4	37082-A3
457045	4	37082-A2
457049	4	37082-A2
457053	4	37082-A2
457054	4	36082-H4
457055	4	36082-H4
457058	4	36082-H4
457062	4	37082-B3
457064	4	37082-A2
457065	2	37082-B3
457066	4	37082-A2
457067	3	37082-A2
457072	4	37082-A4
457076	4	36082-H2
457077	4	37082-A2
457078	4	37082-A2
457080	4	37082-A2
457081	4	37082-A2
457083	4	37082-A3
457085	4	37082-B2
457087	4	37082-A2
457095	4	37082-A2
457100	4	37082-B3
457106	4	36082-H2
457107	4	37082-A3
457108	2	36082-H2
457109	4	36082-H2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
457110	2	37082-B2
457112	4	37082-B2
457113	4	37082-A3
457114	3	37082-A2
457118	4	37082-A3
457123	4	37082-A3
457127	2	36082-H2
457129	4	37082-A2
457131	4	37082-A2
457133	2	37082-A3
457141	4	37082-A3
457142	2	36082-H2
457145	4	37082-A3
457157	4	37082-A3
457162	4	37082-B2
457163	2	37082-A3
457164	4	37082-A3
457168	4	37082-B3
457172	2	37082-H4
457173	4	37082-A4
457182	4	37082-A3
457183	4	37082-A1
457184	4	37082-A3
457186	4	37082-A2
457188	2	36082-H3
457189	4	37082-A4
457192	4	36082-H3
457194	4	37082-A4
457195	2	36082-H3
457203	4	37082-B2
457212	4	37082-A1
457214	2	37082-A1
457216	2	37082-A1

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
457227	4	37082-A1
457228	4	37082-A1
457235	3	37082-A2
457236	4	37082-A4
457237	4	37082-A3
457238	4	36082-H4
457248	3	37082-A3
457257	4	37082-A4
457258	2	37082-A3
457260	4	37082-A4
457264	4	37082-A4
457266	4	37082-A3
457267	4	37082-B3
457268	4	37082-A2
457273	3	37082-B3
457274	4	37082-A3
457275	4	37082-A3
457276	2	37082-B3
457277	2	37082-A1
457278	4	37082-A2
457289	4	37082-B3
457290	4	37082-A1
457293	2	37082-A3
457294	4	37082-A3
457298	4	37082-A3
457315	3	37082-B3
457317	2	37082-A2
457322	3	37082-B2
457323	2	37082-B2
457324	2	37082-A3
457324	4	37082-B3
457325	2	37082-B2
457327	4	37082-B2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
457330	4	37082-A3
457331	4	37082-B3
457332	2	37082-B2
457343	4	37082-B2
457345	4	37082-B2
457346	2	36082-H3
457348	4	37082-B2
457356	4	37082-B2
457362	4	37082-B2
457363	4	37082-B2
457364	4	37082-B2
457372	4	37082-A3
457375	4	37082-B2
457376	4	37082-B2
457377	4	37082-B2
457385	4	37082-B2
457386	4	37082-A3
457387	4	37082-A2
457391	4	37082-A4
457397	4	37082-B2
457412	4	37082-A3
457417	4	37082-A2
457418	4	37082-A3
457419	4	37082-B2
457420	4	37082-B2
457421	4	37082-A2
457426	4	37082-B2
457429	4	37082-B2
457431	4	37082-A2
457448	3	37082-A2
457459	4	37082-A4
457462	4	37082-B2
457463	4	37082-B2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
457467	4	37082-A3
457477	4	37082-A3
457522	4	37082-A3
457528	4	37082-A3
457542	4	37082-A3
457546	4	36082-H4
833736PL	2	36082-H4
ANR-91PL	2	36082-H3
B-1	6	37082-A4
B-10	6	37082-B3
B-11	6	36082-H4
B-13	8	37082-A3
B-15	6	37082-A3
B-15	8	37082-A3
B-16	6	37082-A3
B-2	6	37082-A4
B-3	8	37082-A3
B-3PL	8	37082-A3
B-4	6	37082-A3
B-5	8	37082-A4
B-6	8	37082-A3
B-7	8	37082-A3
B-7	8	37082-B3
B-8	6	37082-B3
B-9	6	37082-A4
BF-100	6	37082-A2
BF-101	6	37082-A3
BF-102	8	37082-B2
BF-103PL	8	37082-A3
BF-104	6	37082-A3
BF-105PL	8	37082-B1
BF-108	6	37082-A3
BF-109	6	37082-A3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
BF-112	8	36082-H4
BF-114PL	8	37082-A4
BF-115	6	37082-A2
BF-116	12	36082-H4
BF-117 (BANNER SUCTION)	12	36082-H4
BF-119	6	36082-H4
BF-122	6	36082-H4
BF-124	6	37082-A3
BF-124	6	37082-B3
BF-125	12	37082-B3
BF-125	8	37082-B3
BF-127	8	37082-B2
BF-128	8	37082-B3
BF-130	8	37082-A2
BF-133	6	37082-B3
BF-134	6	37082-A3
BF-138	6	37082-A3
BF-140PL	6	37082-B3
BF-149PL	6	37082-A3
BF-149PL	8	37082-A3
BF-155	6	36082-H2
BF-156	6	37082-B3
BF-18	16	37082-A3
BF-20	6	37082-A3
BF-21	6	37082-A4
BF-21	6	37082-B3
BF-21	6	37082-B4
BF-22	6	37082-A3
BF-23	6	37082-A3
BF-24	8	37082-B3
BF-24 EXT.#1	8	37082-B3
BF-25	6	37082-A4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
BF-26	6	37082-B3
BF-27	6	37082-B3
BF-28	6	37082-B4
BF-29	8	37082-A3
BF-29	8	37082-A4
BF-30	6	37082-A4
BF-30 EXT.#1	6	37082-A4
BF-31	8	37082-A2
BF-31	8	37082-A3
BF-32	6	37082-A3
BF-35	12	37082-A2
BF-36	8	37082-A3
BF-37	20	37082-A3
BF-39	6	37082-A2
BF-40	6	37082-B2
BF-41	8	37082-A2
BF-42	6	37082-A3
BF-43	6	37082-A3
BF-44	3	37082-A2
BF-44 EXT.#1	6	37082-A1
BF-44 EXT.#1	6	37082-A2
BF-45	4	37082-A2
BF-45	6	37082-A2
BF-45	8	37082-A2
BF-46	12	37082-A3
BF-47	4	37082-B3
BF-48	6	37082-A2
BF-49	6	37082-A2
BF-49 EXT.#4	8	37082-A2
BF-50	6	37082-A2
BF-53	8	36082-H4
BF-55	8	37082-A3
BF-57	8	37082-A3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
BF-58	6	37082-A3
BF-59	6	37082-A2
BF-61	8	37082-A3
BF-62	16	37082-A2
BF-62	16	37082-A3
BF-62 EXT.#2	16	37082-B1
BF-62 EXT.#2	16	37082-B2
BF-66	8	37082-A3
BF-67	6	36082-H4
BF-67 EXT.	6	36082-H4
BF-67 EXT.#3	6	36082-H4
BF-67EXT2	6	36082-H4
BF-68	8	37082-A3
BF-69	6	37082-A3
BF-71	8	37082-A2
BF-71	8	37082-B2
BF-72	10	37082-A3
BF-72	8	37082-A4
BF-73	6	37082-A3
BF-73	6	37082-A4
BF-76	8	37082-B1
BF-76 EXT.#2	8	37082-A1
BF-76 EXT.#3	8	37082-A1
BF-76 EXT.#4	8	37082-A1
BF-77	6	36082-H3
BF-77	6	36082-H4
BF-78	6	37082-A2
BF-78	6	37082-A3
BF-79 EXT.	4	36082-H4
BF-80	6	37082-A2
BF-81	8	37082-A1
BF-81	8	37082-A2
BF-82	4	37082-A2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
BF-82	8	37082-A2
BF-82	8	37082-B2
BF-84	8	37082-A2
BF-85	8	37082-A1
BF-85	8	37082-B1
BF-87	6	37082-A2
BF-87 EXT.#1	6	37082-A2
BF-88	6	37082-A3
BF-88	8	37082-A3
BF-89	6	36082-H2
BF-89	6	37082-A2
BF-90	6	37082-A2
BF-90	8	37082-A2
BF-91	6	37082-A3
BF-93	8	37082-A1
BF-95	6	37082-A3
BF-97PL	6	37082-A3
BG-10	4	37082-A4
BG-100PL	3	37082-A3
BG-101	3	37082-A3
BG-102	4	37082-A3
BG-106	3	37082-A3
BG-108	4	36082-H3
BG-109	4	37082-A3
BG-11	4	37082-A4
BG-110	3	37082-A3
BG-111	3	37082-A3
BG-112	4	37082-A2
BG-113	4	37082-A3
BG-114PL	8	37082-A4
BG-12	4	37082-A4
BG-13	4	37082-A3
BG-14	4	37082-A4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
BG-15	4	37082-A4
BG-17	4	37082-B3
BG-18	4	37082-A3
BG-19	4	37082-A3
BG-2	4	37082-A3
BG-20	4	37082-A3
BG-21	4	37082-B3
BG-22	4	37082-B4
BG-23	4	37082-B2
BG-24	4	37082-B4
BG-25	4	37082-B4
BG-26	4	37082-A4
BG-27	4	37082-A4
BG-28	4	36082-H4
BG-29	4	37082-A3
BG-3	4	37082-A3
BG-30	4	37082-B3
BG-31	4	36082-H4
BG-31 EXT.1	6	36082-H4
BG-32	4	37082-B3
BG-33	4	37082-B3
BG-34	4	37082-B4
BG-35	4	37082-B3
BG-37	4	37082-A2
BG-38	4	37082-A2
BG-39	4	37082-B2
BG-4	4	37082-A4
BG-40	4	37082-B2
BG-41	4	37082-B2
BG-42	4	37082-A2
BG-43	4	37082-A2
BG-44	4	37082-B2
BG-46	4	37082-A2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
BG-47	4	37082-A2
BG-5	4	37082-B3
BG-54	6	37082-A2
BG-60	4	37082-A2
BG-63	4	37082-B3
BG-65	4	37082-A3
BG-66	4	37082-A3
BG-68	4	37082-A3
BG-69	4	37082-A3
BG-69	4	37082-B3
BG-7	4	37082-B3
BG-71	4	37082-A3
BG-72	4	37082-A3
BG-73	4	37082-A3
BG-74	3	37082-A3
BG-75	3	37082-A3
BG-76	4	37082-A2
BG-77	3	37082-A2
BG-78	4	37082-A2
BG-80PL	3	37082-A3
BG-81PL	3	37082-A3
BG-83	3	37082-A4
BG-84	3	37082-A3
BG-85PL	3	37082-B3
BG-86	4	37082-A3
BG-87	3	37082-A3
BG-88	3	37082-B3
BG-89	4	37082-A3
BG-9	4	37082-A4
BG-90	4	37082-A3
BG-92	3	37082-B3
BG-97	3	36082-H4
BG-98	3	37082-A4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
BR-24	8	37082-A3
BW-111	3	37082-A4
BW-119	3	37082-A4
BW-121	2	37082-B3
BW-121	3	37082-B3
BW-159	3	37082-A3
BW-188	2	37082-A3
BW-194	3	37082-B2
BW-195	2	37082-B3
BW-208	2	37082-B3
BW-223	3	37082-A3
BW-63	3	37082-A3
BW-64	3	37082-A3
BW-77	3	37082-B3
BW-79	3	37082-B4
Nancy Inlet	12	37082-A3
NANCY SUCTION	8	37082-A3
NANCY T	16	37082-A3
NORA-T	12	37082-A3
NORA-T	12	37082-A4
NORA-T	12	37082-B4
NORA-T	12	37082-B5
P-160PL	3	37082-A2
P-222PL	3	37082-A3
P-27PL CONNECT	2	37082-A3
P-383-C PL	3	37082-A3
P-396PL	2	37082-B3
P-550404PL	2	37082-A2
P-550405PL	2	37082-A2
P-550423PL	3	37082-A4
P-550443PL	2	37082-A4
P-550450	4	37082-A4
P-550450PL	4	37082-A4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
P-550451PL	2	37082-A4
P-550470PL	2	37082-A4
P-550504PL	6	37082-B4
P-550506PL	2	37082-B4
P-550508PL	3	37082-B4
P-550513PL	2	37082-B4
P-58PL	2	37082-A3
PC-11	2	37082-A4
PC-159WL	2	37082-A3
PC-17PL	3	37082-A3
PC-551010PL	3	37082-A4
PC-551016PL	3	37082-A3
PC-551018PL	3	37082-A3
PC-551127PL	3	37082-A2
RF-11	12	36082-H4
SMITH RIDGE DISCHARGE	6	37082-A3
TRAMMEL DISCHARGE	3	37082-A3
V-022400PL	2	37081-C8
V-133742PL	4	36082-H4
V-501819PL	4	37082-A4
V-501823	3	37082-B3
V-501832PL	2	37082-B4
V-502213PL	2	36082-H4
V-502377PL	2	36082-H4
V-502597	2	37082-A2
V-502614PL	6	36082-H2
V-502710	2	36082-H4
V-503108PL	3	37082-B4
V-503193	3	36082-H4
V-504912PL	2	37082-A3
V-505118PL	3	36082-H2
V-505254PL	3	37082-B2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
V-505255PL	2	37082-B3
V-505256PL	2	37082-A3
V-505370PL	2	36082-H4
V-505371	3	37082-A2
V-505372PL	3	37082-A2
V-507926PL	2	37081-C8
V-535431PL	4	36082-H4
V-535432PL	2	36082-H4
V-535447PL	4	36082-H4
V-535454PL	2	36082-H4
V-535460PL	2	37082-A4
V-535463PL	2	37082-A3
V-535603PL	2	37082-A2
V-535653PL	4	37082-A2
V-535656PL	8	37082-A2
V-535657PL	8	37082-A2
V-535659PL	2	37082-A2
V-535688PL	2	37082-B1
V-535857PL	4	37082-A2
V-536099PL	4	37082-B2
VAD-4603PL	6	36082-H3
VC-2286	2	36082-H2
VC-2965PL	3	37082-A2
VC-3172PL	3	37082-A2
VC-3595PL	3	37082-A4
VC-4104PL	4	37082-A3
VC-4508PL	3	37082-A3
VC-4520PL	2	37082-A3
VC-4527PL	3	37082-B2
VC-4528PL	3	37082-B2
VC-4647PL	3	37082-B3
VC-4648	3	37082-B3
VC-4670	3	37082-A3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
VC-502147PL	3	37082-A3
VC-502568W/PL	3	36082-H2
VC-502569PL	2	36082-H2
VC-502571PL	3	36082-H2
VC-502590PL	3	37082-A2
VC-502832PL	3	37082-A2
VC-502847PL	3	37082-A3
VC-502868PL	3	37082-B2
VC-502970PL	2	37082-A2
VC-502974	3	37082-A2
VC-503039	3	37082-A3
VC-503215PL	2	37082-A4
VC-503219PL	2	37082-A4
VC-503321PL	2	37082-A3
VC-503443PL	3	37082-A4
VC-503654	2	37082-A3
VC-503709	2	37082-A3
VC-503721PL	4	37082-B2
VC-503887PL	3	36082-H4
VC-504368PL	3	37082-A4
VC-504372PL	3	37082-A3
VC-504484PL	3	37082-A4
VC-504485PL	4	37082-A4
VC-504496W/PL	2	37082-A3
VC-504502W/PL	3	37082-A3
VC-504506PL	3	37082-A3
VC-504507PL	3	37082-A3
VC-504509PL	2	37082-A3
VC-504510PL	3	37082-A3
VC-504512PL	2	37082-A3
VC-504517PL	2	37082-A3
VC-504525PL	3	37082-A3
VC-504537PL	3	37082-A4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
VC-504639PL	2	37082-A4
VC-504643PL	3	37082-A1
VC-504650PL	3	37082-A3
VC-504651PL	3	37082-A3
VC-504652PL	3	37082-A3
VC-504655PL	2	37082-A3
VC-504656PL	3	37082-A3
VC-504659PL	3	37082-A3
VC-504662PL	3	37082-A3
VC-504666PL	2	37082-A3
VC-504668PL	3	37082-A3
VC-504669PL	3	37082-A3
VC-504880PL	3	36082-H2
VC-504886WL	2	37082-B2
VC-504888PL	3	37082-B3
VC-504890PL	3	37082-B3
VC-504891PL	3	37082-B3
VC-504998PL	3	37082-A3
VC-504999PL	3	37082-A3
VC-504999PL	4	37082-A3
VC-505000PL	3	37082-A3
VC-505001PL	3	37082-A3
VC-505002PL	3	37082-A3
VC-505181PL	2	37082-B1
VC-505181PL	3	37082-B1
VC-505187PL	3	37082-B1
VC-505188PL	3	37082-B1
VC-505192	3	37082-A1
VC-505193PL	3	37082-A1
VC-505203PL	2	37082-A2
VC-505203PL	3	37082-A2
VC-505206PL	3	37082-A2
VC-505207PL	3	37082-A2

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
VC-505217PL	3	37082-B3
VC-505219PL	3	37082-A3
VC-505225PL	2	37082-A3
VC-505226PL	3	37082-A3
VC-505228PL	3	37082-A3
VC-505230PL	3	37082-A3
VC-505232PL	3	37082-A3
VC-505233PL	3	37082-A3
VC-505235PL	3	37082-A3
VC-505245PL	2	37082-A4
VC-505246PL	3	37082-A4
VC-505247PL	3	37082-A4
VC-505368PL	3	36082-H4
VC-505369PL	3	36082-H4
VC-535430PL	6	36082-H3
VC-535438PL	3	37082-A3
VC-535439PL	3	37082-A3
VC-535440PL	2	37082-A3
VC-535442PL	2	37082-A3
VC-535442PL	3	37082-A3
VC-535445PL	3	37082-A3
VC-535593PL	6	37082-A4
VC-535596PL	3	37082-A4
VC-535598PL	3	37082-A4
VC-535604PL	3	37082-A2
VC-535605PL	3	37082-A2
VC-535606WL	2	37082-A2
VC-535608PL	3	37082-A2
VC-535610PL	3	37082-B2
VC-535611PL	3	37082-A2
VC-535614PL	3	37082-A2
VC-535618PL	3	37082-B3
VC-535619PL	3	37082-B3

EXHIBIT A-1

GATHERING ASSETS

Pipe ID	Diameter	Quad ID
VC-535620PL	3	37082-B3
VC-535621PL	3	37082-B3
VC-535622PL	3	37082-B3
VC-535626PL	3	37082-A3
VC-535635PL	3	37082-A3
VC-535637PL	3	37082-A3
VC-535641PL	3	37082-A3
VC-535642PL	3	37082-A3
VC-535643PL	3	37082-A3
VC-535644PL	4	37082-A4
VC-535646PL	3	37082-B2
VC-535651	3	36082-H2
VC-535652	3	36082-H2
VC-535668PL	3	37082-A3
VC-535669PL	3	37082-A3
VC-535672PL	3	37082-A3
VC-535674	3	37082-A3
VC-535678PL	2	37082-A3
VC-535679PL	2	37082-A3
VC-535680PL	3	37082-A3
VC-535700PL	3	37082-A1
VC-535726PL	3	37082-A3
VC-535727PL	3	37082-A3
VC-535728PL	3	37082-A3
VC-535732PL	3	37082-A3
VC-535904PL	3	37082-A3
VC-535906PL	3	37082-A3
VC-535947PL	4	37082-A2
VC-535953PL	4	37082-B3
VC-536068WL	2	37082-A2
VC-536397PL	2	37082-A2
VC-536476WL	2	37082-B2
VC-536531PL	3	36082-H4

EXHIBIT A-1

GATHERING ASSETS

Pipe ID		Diameter		Quad ID
VC-703568PL		3		37082-A3

Names
BF-173
BF-171
BF-184
Nora T 16” Replacement
BF-90
BF-159
BF-102
BF-179
BF-169
BF-168
BF-152
BF-196
BF-197
BF-30 Relocation
BF-150
BF-138
BF-144
BF-165
BF-177
BF-176
BF-183
BF-182
BF-138

MAP

EXHIBIT A-1 Gathering Assets
Buchanan, Dickenson, Russell and Wise
Counties, Virginia

EXHIBIT A-2

WATER DISPOSAL WELLS; OTHER EXCLUDED ASSETS’

WATER DISPOSAL WELLS

EPC Well No.	EPC Well Name	API Well No.	State	County
750148	Jesse Wampler 93 P-148	45-051-20531-00	VA	Dickenson
750143	J. Wampler V-750143 (P-143)	45-051-20486-00	VA	Dickenson
750171	Interstate Coal & Iron 110 P-171	45-051-20733-00	VA	Dickenson
750132	Interstate Coal & Iron 83 P-132	45-051-20437-00	VA	Dickenson
750205	Interstate Coal & Iron 140 P-205	45-051-20837-00	VA	Dickenson
535517	VWD-535517	45-051-25689-00	VA	Dickenson

OIL AND GAS WELLS

EPC Well No.	EPC Well Name	API Well No.	State	County
142571	Lon B. Rogers Unit 35	45-027-22535-00	VA	Buchanan
143761	Jewell 2	45-027-20937-00	VA	Buchanan

TRANSFER FACILITIES

EPC Facility No.		Description				State		County
P-143 T-1 & T-2 Transfer Facilities		Unloading and storage facilities, with pump house, together with associated pipelines to injection facility located at Well P-143 SWD.				VA		Dickenson

EXHIBIT A-3

EQUIPMENT, MACHINERY, FIXTURES AND OTHER TANGIBLE
PERSONAL PROPERTY AND IMPROVEMENTS

1.		Vehicles
2.		Warehouses
3.		Offices and contents other than the Assets

EXHIBIT A-4
EXCLUDED ASSETS

WELLS AND ASSOCIATED FLOW/GATHERING LINES

EPC Well No.	EPC Well Name	API Well No.	State	County
702627	VCP2627 - Horn, Lucinda 462	45-195-22155-00	VA	Wise
702838	VCP2838 - Addington, Joseph 480	45-195-22333-00	VA	Wise
702839	VD2839 - Chase, J. T. 621	45-195-23298-00	VA	Wise
703576	V3576 - Addington, J. H. 567	45-195-23137-00	VA	Wise
703804	VD3804 - Addington, J. H. 668	45-195-23742-00	VA	Wise
790133 (a/k/a 703804)
790135 (a/k/a 702839)

OTHER

RF-11

Dickenson #4 Tap

EXHIBIT A-5

DELINQUENT LIENS FOR CURRENT TAXES OR ASSESSMENTS

Equitable Production Company (EPC) has filed administrative refund claims for tax years 2003 through 2005 in Wise County, Virginia, for property taxes on gathering assets. EPC has not received a formal response on its claim from Wise County; however, EPC filed an Application for Correction of Erroneous Assessment of Property Tax for such matter in the Circuit Court of Wise County on March 1, 2007.

In connection with the claims above, Equitable Gathering Equity, LLC (EGEL) has also contested in good faith the assessment for 2006 and has only remitted the portion of tax assessed by Wise County that it believes it owes under the statute. EGEL disagrees with the assessments for years 2006 – present and will request a refund through administrative or other legal means within the statutory time limitation period.

EXHIBIT A-6

DELINQUENT LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS

None

EXHIBIT B

FORM OF CONVEYANCE

[Attached behind this page.]

EXHIBIT “B”

TO CONTRIBUTION AGREEMENT

BETWEEN

EQUITABLE PRODUCTION COMPANY

EQUITABLE GATHERING EQUITY, LLC

PINE MOUNTAIN OIL AND GAS, INC.

AND

NORA GATHERING, LLC

CONVEYANCE, ASSIGNMENT AND BILL OF SALE

COMMONWEALTH OF VIRGINIA §

COUNTIES OF §

THIS CONVEYANCE, ASSIGNMENT AND BILL OF SALE (this “Assignment”) dated as of , 2007, but effective as of 12:01 a.m. local time where the Assets are located on June 1, 2006 (the “Effective Time”), is from Equitable Production Company, a corporation organized under the laws of the Commonwealth of Pennsylvania (“EPC”), Equitable Gathering Equity, LLC, a limited liability company organized under the laws of Delaware (“EGEL”, and, collectively with EPC, “Assignor”), to Nora Gathering, LLC, a limited liability company organized under the laws of Delaware (“Assignee”). Assignor and Assignee are sometimes referred to collectively as the “Parties” and individually as a “Party.” All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in that certain Contribution Agreement between EPC, EGEL, Pine Mountain Oil and Gas, Inc., a Virginia corporation (“PMOG”), and Assignee, dated as of , 2007 (the “Contribution Agreement”).

For Ten and No/100 Dollars (US$10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Assignor hereby GRANTS, CONVEYS, ASSIGNS and TRANSFERS to Assignee all of Assignor’s right, title and interest (real, personal, mixed, contractual or otherwise) in and to the following (the “Assets”):

(a) the gas gathering system; facilities, compressors, pipelines, pig and other stations and Easements described on Exhibit A-1 attached hereto (the “Gathering Assets”);

(b) all presently existing contracts, agreements and instruments by which the Assets are bound or subject, including operating agreements, pipeline agreements,

declarations and orders, exchange agreements, and transportation agreements, but excluding any contract, agreement or instrument to the extent that (1) transfer is restricted by third-party agreement or applicable Law, (2) Assignor is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Assignor shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver), and (3) the failure to obtain such waiver or satisfy such transfer restriction would cause a termination of such contract, agreement or instrument or a material impairment of the rights thereunder (subject to such exclusions, the “Contracts”);

(c) all easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use primarily in connection with, the Gathering Assets or other Assets (the “Easements”), including those Easements described on Exhibit A-1, but excluding any of the foregoing to the extent that (1) transfer is restricted by third-party agreement or applicable Law, (2) Assignor is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Assignor shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver), and (3) the failure to obtain such waiver or satisfy such transfer restriction would cause a termination of such permit or other instrument or a material impairment of the rights thereunder;

(d) all gathering lines, pipelines, compressors, equipment, machinery, fixtures and other tangible personal property and improvements used or held for use primarily in connection with the ownership or operation of the Gathering Assets or other Assets, but excluding any such items included in the Excluded Assets; and

(e) the Records.

Notwithstanding anything to the contrary contained herein; the Assets shall not include, and the following are excepted, reserved and excluded from the transactions contemplated hereby (collectively, the “Excluded Assets”):

(a) all water disposal wells, and any transfer facility, loadout facility or other facility associated with such water disposal wells, primarily used in connection with the disposal of produced water derived from or otherwise attributable to any of the wells that produce gas transported through the Gathering Assets, including those water disposal wells and associated facilities described on Exhibit A-2 attached hereto;

(b) all corporate, financial, income and franchise tax and legal records of Assignor that relate to Assignor’s business generally (other than those relating primarily to the Assets), and all books, records and files that relate to the Excluded Assets and copies of any Records retained by Assignor;

(c) (i) equipment, machinery, fixtures and other tangible property and improvements described on Exhibit A-3 attached hereto; (ii) computers and peripheral

equipment related to such equipment; (iii) communication and telecommunication equipment including but not limited to radios, towers, and networking equipment; (iv) custom applications and databases; (v) measurement and data collection devices; and (vi) software and associated licenses, including but not limited to any software relating to the SCADA System, Enertia, Altra, Flow-Cal, Talon, Aries, Production Access, Pre-drill Manager, Geographix, Synergy, and CygNet;

(d) all rights and all obligations of Assignor with respect to any refund or payment of Taxes or other costs or expenses borne by Assignor or Assignor’s predecessors in interest and title attributable to the Assets and the period prior to the Effective Time;

(e) all rights and all obligations of Assignor with respect to the claims and causes of action relating to the Assets that accrued or arose prior to the Effective Time (other than claims or causes of action for proceeds to which Assignee is entitled under Section 1.5 (b) of the Contribution Agreement);

(f) Assignor’s area-wide bonds, permits and licenses (including all Federal Communications Commission licenses) or other permits, licenses or authorizations used in the conduct of Assignor’s business generally and not exclusively related to the Gathering Assets; and

(g) those other assets and interests identified on Exhibit A-4 attached hereto.

Assignor warrants title to the Assets from and against the claims and demands of all persons claiming by, through or under Assignor and its Affiliates, but not otherwise, subject to the Permitted Encumbrances. This Assignment shall transfer to Assignee all rights or actions on title warranties given or made by Assignor’s predecessors (other than its Affiliates) to the extent that such title warranties pertain to the Assets and Assignor may legally transfer such rights.

EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING PARAGRAPH AND IN THE CONTRIBUTION AGREEMENT, THE ASSETS ARE CONVEYED TO ASSIGNEE “AS IS, WHERE IS” AND WITH ALL FAULTS, AND, EXCEPT AS EXPRESSLY PROVIDED IN THE CONTRIBUTION AGREEMENT OR IN THIS ASSIGNMENT, ASSIGNOR MAKES NO, AND EXPRESSLY DISCLAIMS AND NEGATES ANY, REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY AS TO: (a) MERCHANTABILITY OF THE ASSETS, (b) FITNESS OF THE ASSETS FOR ANY PARTICULAR PURPOSE, (c) CONDITION OF THE ASSETS, (d) CONFORMITY OF THE ASSETS TO MODELS OR SAMPLES OF MATERIALS (e) TITLE TO THE ASSETS OR (f) THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTIES UPON WHICH THEY ARE LOCATED.

TO HAVE AND TO HOLD the Assets subject to the following terms and conditions:

1. Permitted Encumbrances. The Assets are assigned by Assignor subject to all Permitted Encumbrances.

2. Compliance with Laws. This Assignment is made subject to all applicable laws, statutes, ordinances, permits, decrees, orders, judgments, rules and regulations that are promulgated, issued or enacted by a governmental entity having jurisdiction.

3. Assumption of Obligations. Assignee assumes and agrees to perform and be bound by all of the terms, covenants, conditions, obligations and liabilities of Assignor as to the Assets and interest herein assigned accruing on or after the date hereof, and, from and after the date hereof, Assignee accepts and agrees to perform and be bound by all of the terms, covenants, conditions, obligations and liabilities of Assignor under the Contracts or with respect to the interest assigned hereby in other agreements, (in each case) to the extent accruing on or after the date hereof and to the extent required in such Contracts or other agreements.

4. Successors and Assigns. The terms, covenants and conditions contained in this Assignment are binding upon and inure to the benefit of the Parties and their respective successors and assigns, and such terms, covenants and conditions are covenants running with the land and with each subsequent transfer or assignment of the Assets or any part thereof.

5. Contribution Agreement. This Assignment is made in accordance with and is subject to the terms, covenants and conditions contained in the Contribution Agreement. The terms, covenants and conditions of the Contribution Agreement are incorporated herein by reference. If there is a conflict between the provisions of the Contribution Agreement and this Assignment, the provisions of the Contribution Agreement shall control.

6. Further Assurances. After the date of this Assignment, the Parties shall, without further consideration, use reasonable good faith efforts to execute, deliver, and record or cause to be executed, delivered, and recorded such instruments of conveyance and transfer, and take such other actions as may be reasonably required to effectively vest in Assignee beneficial and record title to the Assets.

7. Choice of Law. This Assignment and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction.

8. Covenant. Assignor and Assignee acknowledge that the Assets are being conveyed and assigned to use for the transportation of certain gas and other Hydrocarbons of EPC and/or PMOG and their respective Affiliates in accordance with the priorities set forth in Section 2.12 of that certain Amended and Restated Limited Liability Company Agreement of even date herewith among EGEL, PMOG and Assignee.

9. Recorded Counterparts. A counterpart original of this Assignment shall be filed for record in Buchanan, Dickenson, Wise and Russell Counties, Virginia.

[signature page follows]

EXECUTED on the day and year first referenced above, but effective as of the Effective Time.

ASSIGNOR			ASSIGNEE

EQUITABLE PRODUCTION COMPANY			NORA GATHERING, LLC


By:			By:
Name:			Name:
Title:			Title:

EQUITABLE GATHERING EQUITY, LLC


By:
Name:
Title:

SIGNATURE PAGE TO CONVEYANCE, ASSIGNMENT AND BILL OF SALE

EXHIBIT “B”

TO CONTRIBUTION AGREEMENT

BETWEEN

EQUITABLE PRODUCTION COMPANY

EQUITABLE GATHERING EQUITY, LLC

PINE MOUNTAIN OIL AND GAS, INC.

AND

NORA GATHERING, LLC

CONVEYANCE, ASSIGNMENT AND BILL OF SALE

COMMONWEALTH OF VIRGINIA §

COUNTIES OF §

THIS CONVEYANCE, ASSIGNMENT AND BILL OF SALE (this “Assignment”) dated as of , 2007, but effective as of 12: 01 a. m. local time where the Assets are located on June 1, 2006 (the “Effective Time”), is from Pine Mountain Oil and Gas, Inc., a corporation organized under the laws of the Commonwealth of Virginia (“Assignor”), to Nora Gathering, LLC, a limited liability company organized under the laws of Delaware (“Assignee”). Assignor and Assignee are sometimes referred to collectively as the “Parties” and individually as a “Party.” All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in that certain Contribution Agreement between Equitable Production Company, a Pennsylvania corporation, Equitable Gathering Equity, LLC, a Delaware limited liability company, Assignor and Assignee, dated as of , 2007 (the “Contribution Agreement”).

For Ten and No/100 Dollars (US$10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

(a) the gas gathering system, facilities, compressors, pipelines, pig and other stations and Easements described on Exhibit A-1 attached hereto (the “Gathering Assets”);

(b) all presently existing contracts, agreements and instruments by which the Assets are bound or subject, including operating agreements, pipeline agreements, declarations and orders, exchange agreements, and transportation agreements, but

excluding any contract, agreement or instrument to the extent that (1) transfer is restricted by third-party agreement or applicable Law, (2) Assignor is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Assignor shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver), and (3) the failure to obtain such waiver or satisfy such transfer restriction would cause a termination of such contract, agreement or instrument or a material impairment of the rights thereunder (subject to such exclusions, the “Contracts”);

(e) the Records.

Notwithstanding anything to the contrary contained herein, the Assets shall not include, and the following are excepted, reserved and excluded from the transactions contemplated hereby (collectively, the “Excluded Assets”):

(c) (i) equipment, machinery, fixtures and other tangible property and improvements described on Exhibit A-3 attached hereto; (ii) computers and peripheral equipment related to such equipment; (iii) communication and telecommunication

equipment including but not limited to radios, towers, and networking equipment; (iv) custom applications and databases; (v) measurement and data collection devices; and (vi) software and associated licenses, including but not limited to any software relating to the SCADA System, Enertia, Altra, Flow-Cal, Talon, Aries, Production Access, Pre-drill Manager, Geographix, Synergy, and CygNet;

(g) those other assets and interests identified on Exhibit A-4 attached hereto; and

(h) all of Assignor’s rights and interests under that certain Easement Agreement of even date herewith between Assignor and Assignee and any interest of Assignor in and to the mineral estate and associated interests in the lands covered by such Easement Agreement.

TO HAVE AND TO HOLD the Assets subject to the following terms and conditions:

1. Permitted Encumbrances. The Assets are assigned by Assignor subject to all Permitted Encumbrances.

2. Compliance with Laws. This Assignment is made subject to all applicable laws, statutes, ordinances, permits, decrees, orders, judgments, rules and regulations that are promulgated, issued or enacted by a governmental entity having jurisdiction.

3. Assumption of Obligations. Assignee assumes and agrees to perform and be bound by all of the terms, covenants, conditions, obligations and liabilities of Assignor as to the Assets and interest herein assigned accruing on or after the date hereof, and, from and after the date hereof, Assignee accepts and agrees to perform and be bound by all of the terms, covenants, conditions, obligations and liabilities of Assignor under the Contracts or with respect to the interest assigned hereby in other agreements, (in each case) to the extent accruing on or after the date hereof and to the extent required in such Contracts or other agreements.

4. Successors and Assigns. The terms, covenants and conditions contained in this Assignment are binding upon and inure to the benefit of the Parties and their respective successors and assigns, and such terms, covenants and conditions are covenants running with the land and with each subsequent transfer or assignment of the Assets or any part thereof.

5. Contribution Agreement. This Assignment is made in accordance with and is subject to the terms, covenants and conditions contained in the Contribution Agreement. The terms, covenants and conditions of the Contribution Agreement are incorporated herein by reference. If there is a conflict between the provisions of the Contribution Agreement and this Assignment, the provisions of the Contribution Agreement shall control.

6. Further Assurances. After the date of this Assignment, the Parties shall, without further consideration, use reasonable good faith efforts to execute, deliver, and record or cause to be executed, delivered, and recorded such instruments of conveyance and transfer, and take such other actions as may be reasonably required to effectively vest in Assignee beneficial and record title to the Assets.

7. Choice of Law. This Assignment and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction.

8. Covenant. Assignor and Assignee acknowledge that the Assets are being conveyed and assigned to use for the transportation of certain gas and other Hydrocarbons of EPC and/or PMOG and their respective Affiliates in accordance with the priorities set forth in Section 2.12 of that certain Amended and Restated Limited Liability Company Agreement of even date herewith among EGEL, PMOG and Assignee.

9. Recorded Counterparts. A counterpart original of this Assignment shall be filed for record in Buchanan, Dickenson, Wise and Russell Counties, Virginia.

[signature page follows]

EXECUTED on the day and year first referenced above, but effective as of the Effective Time.

ASSIGNOR			ASSIGNEE

PINE MOUNTAIN OIL AND GAS, INC.			NORA GATHERING LLC


By:			By:
Name:			Name:
Title:			Title:

SIGNATURE PAGE TO CONVEYANCE, ASSIGNMENT AND BILL OF SALE

STATE OF PENNSYLVANIA		§
		§
COUNTY OF		§

Subscribed, sworn to and acknowledged before me on this day of , 2007, by , to me personally known, who, being by me duly sworn, did say that he is of Pine Mountain Oil and Gas, Inc., and that said instrument was signed on behalf of said corporation.

Given under my hand and seal this day of , 2007.

My Commission Expires:
		Notary Public, State of Pennsylvania


		Name (Typed or Printed)


		Notary’s Identification Number

STATE OF PENNSYLVANIA		§

		§
COUNTY OF		§

Subscribed, sworn to and acknowledged before me on this day of , 2007, by , to me personally known, who, being by me duly sworn, did say that he is of Nora Gathering, LLC, and that said instrument was signed on behalf of said corporation.

Given under my hand and seal this day of , 2007.

My Commission Expires:
		Notary Public, State of Pennsylvania


		Name (Typed or Printed)


		Notary’s Identification Number

Attachments

Exhibits A-1, A-2, A-3 and A-4

ACKNOWLEDGEMENT PAGE TO CONVEYANCE, ASSIGNMENT AND BILL OF SALE

EXHIBIT C

FORM OF AMENDED AND RESTATED LIMITED

LIABILITY COMPANY AGREEMENT OF COMPANY

[Attached behind this page.]

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

NORA GATHERING, LLC

Effective as of , 2007

TABLE OF CONTENTS

		Page
Article 1 DEFINITIONS AND INTERPRETATION		2
Section 1.1	Definitions and Interpretation	2

Article 2 ORGANIZATION AND MEMBERSHIP INTERESTS		2
Section 2.1	Formation	2
Section 2.2	Name	2
Section 2.3	Registered Office; Registered Agent; Principal Office	2
Section 2.4	Purpose of the Company	2
Section 2.5	Foreign Qualification	2
Section 2.6	Term	3
Section 2.7	Title to Property; Contracts	3
Section 2.8	No Partnership	3
Section 2.9	Membership Interests	3
Section 2.10	Transactions With Members	3
Section 2.11	Right of Competition	3
Section 2.12	Gathering Agreements and Priority	5

Article 3 MANAGEMENT		6
Section 3.1	Management	6
Section 3.2	Operating Member	8
Section 3.3	Restrictions on Operating Member’s Power and Authority	13
Section 3.4	Annual Budget	16
Section 3.5	Connecting Pipelines and Facilities	19
Section 3.6	Segmentation of Pipelines and Facilities	21
Section 3.7	Notice of Tie-In	22
Section 3.8	PUHCA Covenant	22
Section 3.9	Gathering Agreement and Interconnect Agreement	22

Article 4 CAPITAL CONTRIBUTIONS; DISTRIBUTIONS		22
Section 4.1	Initial Capital Contributions	22
Section 4.2	Additional Contributions	22
Section 4.3	Allocation of Profits and Losses	23
Section 4.4	Distributions	23
Section 4.5	Return of Capital Contributions	23

Article 5 BOOKS AND RECORDS		23
Section 5.1	Books and Records	23

Article 6 TRANSFERS AND ASSIGNMENTS		24
Section 6.1	Restriction on Transfers of Membership Interests	24

Section 6.2	Transfers of Membership Interests; Admission as Member	24
Section 6.3	Transfers to Affiliates; Prohibition Against Encumbrances	25
Section 6.4	General Provisions Relating to Transfer of Membership Interests	26
Section 6.5	Right of First Refusal	26
Section 6.6	Specific Performance	29
Section 6.7	Additional Restrictions on Transfers	29

Article 7 FUNDING DEFAULT AND REMEDIES		30
Section 7.1	Funding Default; Remedies	30
Section 7.2	Member Advances upon Funding Default	31
Section 7.3	Consequences of Funding Default; Redirected Distributions Upon a Funding Default	32
Section 7.4	Cross-Default	33

Article 8 TERMINATION; WITHDRAWAL		33
Section 8.1	Dissolution	33
Section 8.2	Winding-Up and Termination	33
Section 8.3	Certificate of Cancellation	34
Section 8.4	Deemed Withdrawal	34

Article 9 TAX MATTERS		35
Section 9.1	Tax Partnership	35
Section 9.2	Capital Accounts	36
Section 9.3	Regulatory Allocations	36
Section 9.4	Allocations for Income Tax Purposes	38
Section 9.5	Other Allocations Provisions	39
Section 9.6	Tax Returns	39
Section 9.7	Tax Elections	40
Section 9.8	Tax Matters Member	40
Section 9.9	Tax Withholding	41

Article 10 CONFIDENTIALITY AND INTELLECTUAL PROPERTY		41
Section 10.1	Confidential Information	41
Section 10.2	Confidentiality Obligations	42
Section 10.3	Notice Preceding Compelled Disclosure	42
Section 10.4	Consultation as to Announcements	42
Section 10.5	Specific Performance	43
Section 10.6	Proprietary Technology	43
Section 10.7	Continuing Obligation	43

Article 11 MISCELLANEOUS		44
Section 11.1	Governing Law	44
Section 11.2	Notices	44
Section 11.3	Amicable Resolution of Disputes	44
Section 11.4	Entire Agreement	44
Section 11.5	Severability	45

Section 11.6	No Third-Party Beneficiaries	45
Section 11.7	Amendments and Waivers	45
Section 11.8	Expenses of the Members; Taxes	45
Section 11.9	No Right of Set-Off	45
Section 11.10	Relationship of the Members	45
Section 11.11	Disclaimer of Fiduciary Duties	46
Section 11.12	No Partition	46
Section 11.13	Remedies Cumulative	46
Section 11.14	Counterparts	46
Section 11.15	Joint Defense	46

Exhibit A	-	Definitions and Interpretation

Exhibit B	-	Certificate of Formation

Exhibit C	-	Schedule of Ownership

Exhibit D	-	Form of Gas Gathering Agreement for Members and Affiliates

Exhibit E	-	Approved Annual Budget for Fiscal Year 2007

Exhibit F	-	Nora-T Line

Exhibit G	-	Form of Non-Member Interconnect Agreement

Exhibit H	-	Form of Member Interconnect Agreement

Exhibit I	-	Operating Member Cost Reimbursement

iii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

NORA GATHERING, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF NORA GATHERING, LLC (the “Company”), effective as of , 2007, is adopted, executed and agreed by the Members (as defined in Exhibit C, as amended from time to time) and the Company.

WHEREAS, Equitable Gathering Equity, LLC, a Delaware limited liability company (“EGEL”), formed the Company as a limited liability company under the laws of the State of Delaware on April , 2007, as its sole member, and in connection therewith executed a limited liability company agreement of the Company, dated as of April , 2007 (the “Original LLC Agreement”);

WHEREAS, prior to the consummation of the transactions in the next recital, the Company had no assets or liabilities;

WHEREAS, Equitable Production Company, a Pennsylvania corporation (“EPC”), EGEL, Pine Mountain Oil and Gas, Inc., a Virginia corporation (“PMOG”), and the Company entered into that certain Contribution Agreement, dated as of April , 2007 (the “Contribution Agreement”), whereby EPC and EGEL contributed all of their right, title and interest in and to that certain natural gas pipeline gathering system and pipeline located in Dickenson, Buchanan, Wise and Russell Counties, Virginia, commonly known as the Nora gas gathering system and the Nora-T pipeline, used in the gathering of natural gas and as further described therein (such system and pipeline, together with related assets contributed to the Company, the “Gathering Assets”) to the Company, and PMOG contributed a specified amount of cash and its interest (if any) in certain assets related to the Gathering Assets to the Company on the terms and conditions set forth therein (in each case) in exchange for Membership Interests in the Company; and

WHEREAS, the Members now desire to enter into this Agreement to establish their relative rights and obligations with respect to the Company.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Members and the Company hereby agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions and Interpretation. Capitalized terms used in this Agreement and the Exhibits hereto, but not otherwise defined in this Agreement and the Exhibits hereto shall have the meanings assigned to such terms in Exhibit A. Exhibit A also sets forth certain rules applicable to the interpretation of this Agreement.

ARTICLE 2

ORGANIZATION AND MEMBERSHIP INTERESTS

Section 2.1 Formation. The Company was organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate of Formation”), a copy of which is attached hereto as Exhibit B, with the Secretary of State of Delaware pursuant to the Act. This Agreement amends and restates the Original LLC Agreement.

Section 2.2 Name. Pursuant to the Certificate of Formation, the legal name of the Company is “Nora Gathering, LLC” and all Company business must be conducted in such name or such other names that comply with Applicable Law as the Management Committee may select from time to time.

Section 2.3 Registered Office; Registered Agent; Principal Office. The registered office of the Company in the State of Delaware shall be the initial registered office designated in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Management Committee may designate from time to time in accordance with Applicable Law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other Person or Persons as the Management Committee may designate from time to time in accordance with Applicable Law. The principal office of the Company shall be at such place as the Management Committee may designate, and the Operating Member shall (i) maintain the Company’s records there or such other place as the Management Committee may designate from time to time in accordance with Applicable Law and (ii) keep the street address of such principal office at the registered office of the Company in the State of Delaware.

Section 2.4 Purpose of the Company. The purpose of the Company is to own, construct, maintain, manage, operate and Transfer the Gathering System and to engage in the business of gathering, compressing, transporting and delivering natural gas and all other necessary and appropriate activities incidental to the foregoing.

Section 2.5 Foreign Qualification. Prior to the Company conducting business in any jurisdiction other than the State of Delaware, the Operating Member shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Operating Member, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Operating Member, each Member shall execute, acknowledge, swear to, and deliver all certificates and other

instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

Section 2.6 Term. The existence of the Company commenced as of the date upon which the Certificate of Formation was filed in the office of the Secretary of State of the State of Delaware, and the Company shall continue in existence until it is dissolved in accordance with the provisions of this Agreement, and to the extent provided under the Act, until its affairs are wound up and the Company is terminated in accordance with the provisions of this Agreement and the Act (the “Term”).

Section 2.7 Title to Property; Contracts. The Gathering System owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such Gathering System in its individual name. The Company shall hold title to the Gathering System in the name of the Company and not in the name of any Member. All contracts and agreements entered into on behalf of the Company by any Member (whether or not in such Member’s capacity as the Operating Member) shall be in the name of the Company and not in the name of such Member.

Section 2.8 No Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than United States federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Section 2.9 Membership Interests. The names, addresses and relative Membership Interests of the Members are as set forth on Exhibit C attached hereto. If and when the Company issues additional Membership Interests or a Member Transfers all or a portion of its Membership Interest pursuant to, and in accordance with, the terms and conditions of this Agreement, then upon such issuance or Transfer, as applicable, the Operating Member shall amend Exhibit C and the records of the Company, as appropriate, to reflect such issuance or Transfer and deliver to each Member, within a reasonable time thereafter, a copy of Exhibit C, as amended.

Section 2.10 Transactions With Members. Nothing contained in this Agreement shall prohibit the Company from entering into any transactions or arrangements with any Member or its Affiliates; provided, however, that, except for the Approved Affiliate Transactions, the Management Committee shall have approved such transactions or arrangements.

Section 2.11 Right of Competition.

(a) The Members hereby expressly agree that, except as set forth in Section 2.11(b) and Section 3.5(c), there is no duty or obligation of a Member or its Affiliates to offer to the Company or its other Members or their Affiliates any particular business opportunity, project or property which may become available to such Member or its Affiliates, and to the extent permitted by Applicable Law and subject to the foregoing, the Members waive any duties or obligations of the other Members and their Affiliates under Applicable Law to offer to the Company or such Members or their Affiliates any such business opportunity, project or property.

(b) Notwithstanding anything herein to the contrary, each Member (the “Presenting Member”) agrees that it shall present, by written notice (the “Construction Notice”) to the Management Committee and the other Members, any proposed construction of a natural gas pipeline, separate compression or other facility (the “Proposed Facility”) by such Presenting Member or its Affiliates within the AMI for the gathering of gas from any well in the AMI in which any Member (or its Affiliates) owns or controls a working interest. The Construction Notice must include a description of the Proposed Facility, the timing of the proposed construction and a reasonable estimate of (i) the aggregate costs of such proposed construction and (ii) the natural gas volumes expected to flow through such Proposed Facility during the next ten (10) year period (which shall be accompanied by a current reserve report for the area served by the Proposed Facility). The Company, acting through the Management Committee by the affirmative vote of the Committee Members (other than the Presenting Member and its Affiliates) representing more than fifty percent (50%) of the Membership Interests remaining after excluding the Membership Interests held by the Presenting Member and its Affiliates, shall have the first right and opportunity for sixty (60) days from the receipt of the Construction Notice to elect, by written notice from the Management Committee to the Presenting Member, to construct, own and operate the Proposed Facility under the terms of this Agreement as an addition to the Gathering System; provided, that this Section 2.11(b) shall have no applicability to the Parallel Pipeline described in Section 3.5(d). If the Company so elects to construct, own and operate the Proposed Facility in accordance with the previous sentence, then the Members agree that the then current Approved Annual Budget shall be automatically amended to include the estimated cost of the Proposed Facility in such Approved Annual Budget. Failure of the Management Committee to timely deliver the written notice to the Presenting Member shall be deemed an election by the Company to not construct, own or operate the Proposed Facility. If the Company does not elect to construct, own or operate the Proposed Facility pursuant to this Section 2.11(b), then the Presenting Member may construct, own and operate the Proposed Facility at its sole cost and expense and connect the Proposed Facility to the Gathering System pursuant to Section 3.5 hereof or any alternative gathering system. The Company and the Members hereby acknowledge that, subject to the provisions of the Operating Agreement, a Member (or its Affiliates) may connect any well (inside or outside of the AMI) in which such Member (or its Affiliates) owns or controls a working interest to another gathering system other than the Gathering System, and such Member shall not be deemed to have breached any of its obligations to the Company if it decides to do so.

(c) Subject to a Member’s and any of its Affiliate’s obligations under this Agreement, the Operating Agreement, other applicable agreements and Applicable Law, it is understood and agreed that (i) a Member shall not be required to devote all of its time to the Company’s business, and (ii) any Member and its Affiliates may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including the ownership, acquisition, development, operation and management of natural gas gathering systems, gas transmission and other pipeline systems, gas storage, gas processing, oil and gas properties, oil and gas drilling programs (including adjacent to the Gathering System) and/or any other business venture which may be in direct or indirect competition with the business and assets of the

Company. Subject to a Member’s and any of its Affiliate’s obligations under this Agreement, the Operating Agreement, other applicable agreements and Applicable Law, (i) neither the Company nor any other Members or their Affiliates shall have any right, title or interest in or to such independent ventures or to any profits therefrom, (ii) to the extent permitted by Applicable Law, no Member or any of its Affiliates shall be in breach of its duties or obligations to the Company or other Members or their Affiliates under Applicable Law by engaging in such independent ventures, and (iii) each Member and the Company hereby waives any right or claim it may have against a Member or any of its Affiliates or any of their successors with respect to any such independent ventures or the income or profits therefrom.

Section 2.12 Gathering Agreements and Priority.

(a) The Members and the Company agree that the Company, subject to the provisions of Section 3.9, shall gather gas owned by any Member or its Affiliates on substantially the terms contained in the agreement attached hereto as Exhibit D (the “Gathering Agreement”), with such changes as may be approved from time to time by the Management Committee. The Members agree that, in entering into agreements for gas gathering by the Company and conducting the Company’s business, the Operating Member shall use commercially reasonable efforts to cause gas produced from any well in the Contract Area in which a Member (or its Affiliates) and each of the other Members (or an Affiliate of the applicable Member) owns or controls a working interest under the Operating Agreement (“First Priority Gas”) to be transported with first priority and preference over any other gas that might be transported in the Gathering System. The Members further agree that, in entering into agreements for gas gathering by the Company, the Operating Member shall use commercially reasonable efforts to cause gas produced from any well in the Contract Area in which one or more (but not all) Members or their Affiliates own or control a working interest not subject to the Operating Agreement (“Second Priority Gas”) to be transported with priority and preference second only to First Priority Gas, and if more than one Member is transporting Second Priority Gas, then on pro rata basis. The Members further agree that, in entering into agreements for gas gathering by the Company, the Operating Member shall use commercially reasonable efforts to cause gas produced from any well outside of the Contract Area in which all Members or their Affiliates own or control a working interest (“Third Priority Gas”) to be transported with priority and preference second only to Second Priority Gas and First Priority Gas, and if more than one Member is transporting Third Priority Gas, then on pro rata basis. The Members further agree that, in entering into agreements for gas gathering by the Company, the Operating Member shall use commercially reasonable efforts to cause gas produced from any well outside of the Contract Area in which one or more (but not all) Members or their Affiliates own or control a working interest (“Fourth Priority Gas”) to be transported with priority and preference second only to Third Priority Gas, Second Priority Gas and First Priority Gas, and if more than one Member is transporting Fourth Priority Gas, then on pro rata basis. The Members acknowledge the existence of the Nora T/Kentucky West Interconnect on the Gathering System but agree that gas delivered through such Nora T/Kentucky West Interconnect shall be treated as Fourth Priority Gas, notwithstanding anything herein to the contrary.

(b) Notwithstanding any provision that provides priority in the Gathering System to the gas owned or controlled by any Member or its Affiliates, the Members further acknowledge and agree that there may be periods of time during which such priority cannot be maintained due to operational or production rate reasons. The Operating Member shall use its customary practices and other commercially reasonable efforts to attempt to facilitate the continued flow of the gas of each Member or its Affiliates through the Gathering System in accordance with the priorities established in Section 2.12(a) during such periods.

ARTICLE 3

MANAGEMENT

Section 3.1 Management.

(a) The Company shall be a member managed limited liability company. To facilitate the orderly and efficient management of the Company, the Members shall act through the Management Committee and the Operating Member pursuant to this Article 3. Decisions or actions taken by the Management Committee and the Operating Member pursuant to this Agreement shall constitute decisions or actions by the Company and shall be binding on the Company.

(b) The “Management Committee” shall be composed of each Member that is the holder of record of a Membership Interest. Each such Member entitled to a position on the Management Committee shall be a “Committee Member.” If two or more Members are Affiliates, then only one of the Affiliated Members shall be permitted to be a Committee Member. Such Affiliated Members may decide which Member among or between them will represent their collective interests as a Committee Member. Each Committee Member shall, by notice to the Company and each other Member, nominate one principal representative (the “Principal Representative”) and one alternate representative (the “Alternate Representative” and each Principal Representative or Alternate Representative being a “Representative”) to represent such Committee Member at meetings of the Management Committee. Each Committee Member shall have the right at any time, by notice to the Company and each other Committee Member, to remove with or without cause and replace any Representative nominated by it. The Representatives shall be duly constituted as the authorized representatives and agents of the appointing Committee Members for purposes of exercising the rights, powers and duties of such Committee Members hereunder and each Representative shall have the right to vote and take action by written consent on behalf of the Committee Member that nominated such Representative. When a Principal Representative is absent, such Representative shall be replaced by the Alternate Representative nominated by the same Committee Member. Each Committee Member shall cause its Representatives to take commercially reasonable efforts to attend all of the meetings of the Management Committee.

(c) Each Member hereby agrees that, it shall not take, nor permit its Representatives to take, without the prior written consent of the Management Committee,

any action which would commit or bind, or purport to commit or bind, the Company to any act, agreement or other instrument or undertaking of any kind or nature whatsoever, nor expend, nor permit its Representatives to expend, without the prior written consent of the Management Committee, any amounts for the account of the Company, and will indemnify each other Member and the Company against any claim, loss, damage or liability to which such other Member or the Company may become subject by reason of any breach of this undertaking by that Member; provided, that the provisions of this paragraph shall not apply to actions taken by the Operating Member in its capacity as Operating Member, in compliance with the provisions of this Agreement. The Company shall indemnify and hold harmless (to the extent of the Company’s assets only) each Member and its Affiliates from any and all damages, losses, costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities arising from or relating to settlements, claims, demands or causes of action brought by or on behalf of any Person (other than the Company, the Members or their Affiliates), which settlements, claims, demands or causes of action arise out of or result from the Company’s activities and business, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), strict liability, violation of Applicable Law, or other legal fault of such Member or Affiliate (excluding, however, any such damages, losses, costs, expenses and liabilities, including reasonable attorneys’ fees and expenses, to the extent caused by the gross negligence or willful misconduct (which shall include actual knowledge at the time in question of material unlawful acts committed by such Member or Affiliate) of such Member or Affiliate).

(d) The vote of each Committee Member shall be equal to the Membership Interest of such Committee Member or, where two Members are Affiliates, the collective Membership Interests of the group of Members that are Affiliates. Except as otherwise provided in this Agreement (including Section 2.11(b), Section 3.2(e), Section 3.2(f), Section 3.3(c), Section 6.7(a), Section 7.1(c), Section 7.3(a) and Section 7.3(b)), the Management Committee shall make decisions, take actions or give its consent or approval by the affirmative vote of the Committee Members representing more than fifty percent (50%) of the Membership Interests. The same vote required for any decision, action, consent or approval of the Management Committee as provided herein (including the vote required by Section 2.11(b), Section 3.2(e), Section 3.2(f), Section 3.3(c), Section 6.7(a), Section 7.1(c), Section 7.3(a) and Section 7.3(b)) shall also be required for any amendment to, or modification of, such decision, action, consent or approval or ratification of such decision, action, consent or approval not previously approved by it.

(e) Management Committee meetings shall be held in person, by proxy or by telephone conference call, video conference or similar means whereby all participating Representatives in attendance at the meeting can hear and speak to each other. Any Member entitled to vote at a Management Committee meeting shall have the right to call such a meeting by giving notice to the Principal Representative of each Committee Member of the time, date, location and means of conducting such meeting and the agenda for such meeting at least ten (10) days prior to such meeting or, for a meeting in a case of emergency with respect to the Gathering Assets, as soon as reasonably practicable prior to such meeting (it being understood that the sole agenda item for a meeting in a case of emergency with respect to the Gathering Assets shall be the item giving rise to such

emergency). Meetings of the Management Committee shall be held not less frequently than once every calendar year beginning in 2008. Notice of any meeting or of the agenda for the meeting or both shall be deemed waived if waived in writing by all Committee Members entitled to vote at such meeting. Additional items may be added to the agenda by any Committee Member, in each case by notice to each Committee Member not less than three (3) days prior to the scheduled date for the meeting, except for a meeting in a case of emergency with respect to the Gathering Assets. If notice of the agenda for a Management Committee meeting has not been waived as provided above, only items on the agenda may be the subject of a vote at such meeting, unless otherwise agreed by all Committee Members entitled to vote at such meeting. Except for a meeting in a case of emergency with respect to the Gathering Assets, the notice for a Management Committee meeting provided in the third preceding sentence or the notice of a change in the agenda therefor provided in the immediately preceding sentence shall in each case be provided in accordance with Section 11.2 and shall be accompanied by such written materials as would provide to each Committee Member information reasonably sufficient for such Committee Member to reach an informed business decision on each item on such agenda. Notwithstanding the preceding sentence, failure to receive such information shall in no event be cause for invalidity of any resolution adopted by the Management Committee or notice of such meeting. Committee Members shall be entitled to bring to Management Committee meetings Alternative Representatives and advisors whose expertise is reasonably related to the matters to be discussed.

(f) Any decision or action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting by written consent of the Committee Members whose affirmative vote is required for the taking of such decision or action.

Section 3.2 Operating Member.

(a) Each Member acknowledges and agrees that EGEL shall serve as the operating Member of the Company (the “Operating Member”), and in such capacity shall have certain rights, powers and authority as well as duties and responsibilities, each as set forth herein. The Operating Member shall use its reasonable efforts to perform its duties and responsibilities in its capacity as the Operating Member pursuant to this Agreement in accordance with all Applicable Law and in what it reasonably believes in good faith to be the best interests of the Company.

(b) Except as otherwise provided herein, the Operating Member shall bear no cost, expense or liability of the Company and shall not be entitled to any remuneration in connection with its acting as the Operating Member. The costs and expenses of the Operating Member shall be reimbursed by the Company in accordance with the procedures and methods described on Exhibit I hereto. The Operating Member shall use its reasonable efforts to recoup such costs and expenses through the charging of gathering fees and rates for gathering of gas through the Gathering System, including pursuant to the terms of Exhibit C of the Gathering Agreement. The Members agree that the costs and expenses of the Operating Member covered by this Section 3.2(b) include (and are not in addition to) the costs and expenses incurred by the Operating Member pursuant to

that certain Services Agreement, dated effective as January 1, 2005, between the EPC and EGEL, and the costs and expenses incurred by the Operating Member under such Services Agreement shall not operate to increase the costs and expenses for which the Operating Member is entitled to be reimbursed by the Company in accordance with the procedures and methods described on Exhibit I hereto.

(c) The Company shall indemnify and hold harmless (to the extent of the Company’s assets only) the Operating Member and its Affiliates from any and all damages, losses, costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities arising from or relating to settlements, claims, demands or causes of action brought by or on behalf of any Person (other than the Company, the Members or their Affiliates), which settlements, claims, demands or causes of action arise out of or result from the Operating Member’s acting in its capacity as Operating Member and performing duties and responsibilities of the Operating Member under this Agreement, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), strict liability, violation of Applicable Law, or other legal fault of the Operating Member or its Affiliates (excluding, however, any such damages, losses, costs, expenses and liabilities, including reasonable attorneys’ fees and expenses, to the extent caused by the gross negligence or willful misconduct (which shall include actual knowledge at the time in question of material unlawful acts committed by the Operating Member or its Affiliates) of the Operating Member or its Affiliates).

(d) The Operating Member may resign at any time by one hundred and eighty (180) days prior written notice to the Management Committee.

(e) The Operating Member may be removed by the Management Committee acting by the affirmative vote of the Committee Members representing at least fifty percent (50%) of the Membership Interest upon:

(i) the Operating Member being adjudicated a bankrupt or insolvent;

(ii) a Transfer of the Membership Interest of the Operating Member such that, following such Transfer, the Operating Member holds no Membership Interest; provided, that the Operating Member may Transfer all or any part of its Membership Interest and all of its right to act as Operating Member to any Affiliate of the Operating Member who is also a Member, subject to the provisions of Article 6; or

(iii) the gross negligence or willful misconduct (which shall include actual knowledge at the time in question of material unlawful acts committed by the Operating Member) of the Operating Member;

provided, however, if the Operating Member disputes the propriety of removal pursuant to clause (iii) of this Section 3.2(e), no successor Operating Member shall be appointed, and the Operating Member shall continue to serve and discharge its duties in such capacity in accordance with this Agreement, until removal by court order or until such dispute has been resolved by a determination of a court of competent jurisdiction.

(f) In the event a successor Operating Member is necessary due to the resignation or removal of an Operating Member, the Management Committee shall meet as soon as possible to appoint a successor Operating Member, which successor Operating Member must be a Member. If an Operating Member is removed, such Operating Member shall have the right to vote on the election of the successor, but neither such Operating Member nor any of its Affiliates shall have the right to vote for itself or themselves as successor Operating Member unless approved by the Management Committee acting by the vote of all of the Committee Members other than the existing Operating Member and its Affiliates. In no event shall any Member or its Affiliate be appointed successor Operating Member without its consent. Upon the effective date of the resignation or removal, the successor Operating Member shall succeed to all duties, rights and authority prescribed for the Operating Member; provided, however, that the Operating Member shall continue to serve and discharge its duties in such capacity until the earlier of (i) one hundred and eighty (180) days after resignation or removal or (ii) the successor Operating Member shall have been appointed and assumed authority pursuant to this Section 3.2(f). The former Operating Member shall transfer to the successor Operating Member custody of all Company property and such books of account, records and other documents of the Company required to be maintained by Operating Member pursuant to this Agreement or otherwise held by such former Operating Member, provided that the former Operating Member shall be entitled to retain copies of any records and documents to which it would be entitled as a Member or as required by Applicable Law or its customary record retention policies.

(g) Except for the decisions, actions, consents or approvals delegated to the Management Committee pursuant to this Agreement, the Operating Member shall conduct, direct and exercise control over all activities of the Company and the Gathering System, and shall have full power and authority on behalf of the Company to manage and administer the business and affairs of the Company and the Gathering System, and to do or cause to be done any and all acts deemed by the Operating Member in its sole discretion to be necessary or appropriate to conduct the business of the Company and the Gathering System, including the authority to take the actions described in this Agreement and to bind the Company and the Gathering System, in making contracts and incurring obligations in the name of the Company and the Gathering System, in the course of the business of the Company and the Gathering System. Without limiting the generality of the foregoing and except as provided in Section 3.3 or otherwise under this Agreement, the Operating Member’s power and authority shall include the power and authority on behalf of the Company to:

(i) Direct, monitor and conduct the business and operations of the Company;

(ii) Provide proper coordination between the Management Committee, the Company and the Members;

(iii) Prepare and administer the Approved Annual Budgets, including making expenditures authorized thereunder;

(iv) Manage the daily operations of the Company;

(v) Adopt such policies as it determines reasonably appropriate from time to time, including policies regarding contracting, accounting, employment and training;

(vi) Negotiate, execute and administer any agreements or other documents executed herewith and therewith, in the name and on behalf of the Company, and to take any and all actions deemed appropriate or which may be required in connection with the foregoing;

(vii) Apply for and obtain all necessary. Governmental Authorizations and post any bonds as may be required by the Company;

(viii) Negotiate and settle any single third party damage claim or suit against the Company in complete settlement of such claim or suit involving the payment by the Company of not more than Five Hundred Thousand Dollars (US$500,000.00);

(ix) Open, manage (including depositing funds into and withdrawing funds from) and close bank and investment accounts of the Company, authorize others to take such actions on behalf of the Company, pay and discharge expenses of the Company and hold Company funds advanced or received in Company bank and investment accounts (subject to netting the revenues received by the Company from its business and operations against the expenses incurred by the Company in connection with such business and operations in such cash management arrangement as the Operating Member determines to be commercially reasonably under the circumstances, unless otherwise required by the Management Committee); provided, that the Operating Member shall keep an accurate record of expenses incurred and charges against funds and credits received and shall make such reports thereof and deposits into bank and investment accounts of the Company as the Management Committee may direct;

(x) Purchase and otherwise acquire real or personal property of every nature considered necessary or appropriate to carry on and conduct the business of the Company and the Gathering System, including necessary or appropriate improvements and expansions;

(xi) Loan funds as may be authorized by the terms of the Contribution Agreement and be paid such indebtedness in accordance with such terms;

(xii) Maintain, operate and manage the Gathering System; renew, replace, repair, abandon or make other appropriate disposition of the Company’s properties; contract with third Persons for such purposes; and do any and all other things necessary or appropriate to carry out the decisions of the Management Committee and the terms and provisions of this Agreement;

(xiii) Enter into and execute any necessary contractor service agreements, gas processing agreements, transportation agreements, disposal agreements, gas gathering, gas exchange or sales contracts, transfer orders, division orders and any other applicable agreements customarily employed in the oil and gas industry in connection with the acquisition, sale, management or operation of natural gas gathering system properties or in connection with facilitating the gathering of gas production received into and delivered from the Gathering System in accordance with this Agreement;

(xiv) Sell, assign, convey or otherwise Transfer, for such consideration, and upon such terms and conditions as the Operating Member may determine to be in the best interests of the Company and the Gathering System, all or any part of the Gathering System assets, any interest therein, or any interest payable therefrom, and in connection therewith to execute and deliver such deeds, assignments and conveyances containing such warranties as the Operating Member may determine to be appropriate;

(xv) Purchase, lease, rent or otherwise acquire or obtain the use of facilities, machinery, equipment, tools, materials and all other kinds and types of real or personal property that may in any way be deemed necessary, convenient or advisable in connection with carrying on the business of the Company and the Gathering System;

(xvi) Pay rentals, all applicable taxes and any other amounts necessary or appropriate to the maintenance or operation of the Company and the Gathering System;

(xvii) Sue and be sued, complain, defend and settle in the name of and on behalf of the Company and the Gathering System;

(xviii) Quitclaim, surrender, release or abandon any of the Company assets that is not a material or used and useful asset, with or without consideration therefor;

(xix) Execute in the name of the Company and deliver all checks, drafts, endorsements and other orders for the payment of Company and the Gathering System funds;

(xx) Appear and represent the Company and the Gathering System before any Governmental Authority and to make all necessary or appropriate filings before such Governmental Authority; and

(xxi) Take such other action, execute and deliver such other documents and perform such other acts as reasonably may be deemed by the Operating Member to be necessary or appropriate to carry out the business and affairs of the Company and the Gathering System in accordance with this Agreement.

(h) Except for the decisions, actions, consents or approvals delegated to the Management Committee pursuant to this Agreement, each Member hereby consents and agrees that the Operating Member is authorized to execute, deliver and perform the agreements, acts, transactions and matters to be performed by the Operating Member described in this Agreement on behalf of the Company and the Gathering System, without any further act, approval or vote of the Members.

(i) In accomplishing the actions provided for in Section 3.2(g) and in fulfilling its obligations pursuant to this Agreement, the Operating Member may retain or use its personnel, properties and equipment, or the Operating Member may hire or rent personnel, properties and equipment of third Persons, and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the Operating Member deems advisable and in the best interests of the Company in the Operating Member’s judgment.

Section 3.3 Restrictions on Operating Member’s Power and Authority.

(a) Unless such acts have been approved by the Management Committee or are contemplated by the then current Approved Annual Budget, the Operating Member shall not have the power or authority to itself, or to cause the Company and the Gathering System, to do or perform any of the following acts on behalf of the Company without having obtained the prior written consent of the Management Committee:

(i) Incur any indebtedness or make any loan other than the indebtedness referred to in Section 3.2(g)(xi) and trade payables incurred in the ordinary course of the operations of the Company and the Gathering System;

(ii) Sell, assign, convey or otherwise dispose of properties in any calendar year having with an aggregate net book value at the time of more than Five Hundred Thousand Dollars (US$500,000.00) (excluding any abandonment of properties in the ordinary course of operations);

(iii) Mortgage, pledge, assign in trust or otherwise encumber or permit to be encumbered any of the Company assets, except for (A) materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent or (B) inchoate liens relating to Taxes;

(iv) Guarantee in the name or on behalf of the Company, the payment of money or the performance of any contract or other obligation of any Person other than the Company;

(v) Loan any funds of the Company or the Gathering System to any Member or any of their Affiliates other than the loan referred to in Section 3.2(g)(xi);

(vi) Enter into, after the effective date hereof, any new agreements or amendments of any existing or new agreements that obligate the Company or the

Gathering System for a term of more than one (1) year and/or requires payments by the Company or the Gathering System in excess of one percent (1%) of the Company’s annual gross revenues, except for construction contracts or other agreements related to capital costs contemplated by an Approved Annual Budget;

(vii) Institute any action on behalf of the Company or agree to any settlement or confess a judgment against the Company in connection with a threatened or pending claim, suit or other legal action involving the payment by the Company of more than Five Hundred Thousand Dollars (US$500,000.00);

(viii) Terminate or materially modify the terms of any Gathering Agreement or any gathering agreement between the Company and third Persons or consent to any assignment by the counterparty thereto of its rights and obligations under any Gathering Agreement or enter into any new gathering agreement (A) with any Member or its Affiliates, other than the Gathering Agreement, or (B) with third Persons;

(ix) Approve any amendment to the Certificate of Formation or this Agreement;

(x) Seek regulation of any of he Company’s assets by any Governmental Authority;

(xi) Approve in respect of the Company the commencement by the Company of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar Applicable Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar Applicable Law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company; or the filing by the Company of a petition or answer or consent seeking reorganization or similar relief in respect of the Company under any Applicable Law; or the consent by the Company to the filing of such petition or to the appointment of or taking possession in respect of the Company by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of the property of the Company; or the making by the Company of an assignment for the benefit of creditors; or the admission by the Company in writing of its inability to pay its debts generally as they become due; or the dissolution, split-up or winding up of the Company;

(xii) Approve any consolidation, merger or sale of all or substantially all of the assets of the Company or the transformation of the Company into another entity;

(xiii) Suspend operation of the Gathering System for economic reasons (and not reasons related to maintenance, emergencies or operational necessity);

(xiv) Acquire interests in existing companies or cause the incorporation of companies, Affiliates, or the formation of joint ventures, partnerships or profit sharing arrangements for the development of activities or businesses for any purpose, to make contributions in cash, in kind or in services thereto, or to liquidate or wind up such companies and to transfer any ownership interests, rights or shares thereof;

(xv) Issue any new Membership Interests;

(xvi) Obligate the Company in any material manner that would be inconsistent with the purposes of the Company;

(xvii) Perform any act that would subject any other Member to liability to third Persons for debts or obligations of the Company;

(xviii) Cause the Company to distribute any of its assets to a Member or an Affiliate of a Member other than permitted in this Agreement pursuant to Section 8.2;

(xix) Except for Approved Affiliate Transactions, cause the Company to enter into any transactions with a Member or an Affiliate of a Member;

(xx) Approve any tax elections of the Company;

(xxi) Cause the Company to undertake any capital project not otherwise contemplated in the then current Approved Annual Budget, except as provided under Section 3.4(c) or Section 3.4(d);

(xxii) Approve accounting procedures of or for the Company not in accordance with U.S. GAAP;

(xxiii) Cause or permit the Company to enter into any hedging or derivative transaction;

(xxiv) Take any action that would cause the Company’s aggregate expenditures in any period of time covered by an Approved Annual Budget to exceed one hundred and ten percent (110%) of the total expenditures set forth in such Approved Annual Budget, except as provided in Section 3.4(d);

(xxv) Pursuant to Section 3.5(a) and Section 3.5(b), approve and reject requests to connect any pipeline, including any Connecting Pipeline Facilities, to the Gathering System;

(xxvi) Cause the Company to deliver gas through the Gathering System to a delivery point other than (A) the Nora Lateral pipeline interconnect with the East Tennessee Natural Gas Company pipeline and (B) the proposed Jewel Ridge pipeline interconnect with the East Tennessee pipeline as covered by the Approved Annual Budget for Fiscal Year 2007 (such points of interconnect

referred to in clauses (A) and (B) above, the “Delivery Points”); provided, that this provision shall not apply to any Curtailment lasting for a period of less than ninety (90) days;

(xxvii) Terminate or materially amend any Member Interconnect Agreement with any Member or any Member’s Affiliate or, other than pursuant to the Member Interconnect Agreement, enter into an interconnect agreement with any Member or any Member’s Affiliates (other than for the interconnect at the northern border of Virginia between the Nora-T Line and the pipeline owned and operated by Kentucky West Virginia Gas Company, LLC (the “Nora-T/Kentucky West Interconnect”) or as provided in Section 3.5(c)), or consent to any assignment by any Member of its rights and obligations under any Member Interconnect Agreement; and

(xxviii) Disconnect any Member’s or any Member’s Affiliate’s interconnection facilities from the Gathering System; provided that this shall not limit the Operating Member’s right to shut in any Member as permitted under the Member Interconnect Agreement.

(b) Whenever the consent of the Management Committee is required under Section 3.3(a), the Operating Member shall submit a written request for such consent to each Committee Member. Each Committee Member shall use all commercially reasonable efforts to respond to the Operating Member within ten (10) Business Days of the date of its receipt of the Operating Member’s written request for consent. Any failure by a Committee Member to respond within the requisite time period shall be deemed a vote of such Committee Member on the Management Committee to approve or consent to the request of the Operating Member.

(c) The Management Committee acting solely by the affirmative vote of any Member (without the vote of any other Members) may cause the Company to enforce the Company’s rights under the Contribution Agreement against any other Member. The Management Committee acting solely by the affirmative vote of any Member that is not a party to a transaction or arrangement between the Company and another Member or its Affiliates may cause the Company to enforce the Company’s rights with respect to such transaction or arrangement. The Management Committee acting solely by the affirmative vote of any Member other than the Member indebted to the Company (without the vote of any other Members) may cause the Company to enforce the Company’s rights (i) under any loan made by the Company to any other Member or its Affiliates pursuant to the Contribution Agreement and (ii) against a Defaulting Member.

(d) The Members acknowledge and agree that the Company is subject to the Existing Agreements as a successor in interest and, notwithstanding any provision to the contrary herein, the Operating Member is authorized to cause the Company to perform its obligations under the Existing Agreements.

Section 3.4 Annual Budget.

(a) At least ninety (90) days prior to the commencement of each Fiscal Year, the Operating Member shall prepare and submit to the Management Committee an annual operating, maintenance and capital budget (the “Annual Budget”) for the Company for such Fiscal Year. Each proposed Annual Budget shall include the following:

(i) an estimate of the amounts to be received and of the operating and maintenance costs and capital expenditures to be incurred by the Company (or for which a reserve may be constituted by it) within the relevant Fiscal Year (or, with respect to capital expenditures, for the expected period of such capital expenditures), and a summary of the basis on which such estimates were prepared;

(ii) an estimate of sources and uses of funds for the relevant Fiscal Year, the estimated timing thereof and the estimated amount and timing of any Capital Contributions to be received or Distributions to be made by the Company;

(iii) an estimate of working capital requirements for such Fiscal Year, a summary of the basis on which such estimate was prepared and any reserves required therefore; and

(iv) a reasonable estimate of the timing of any required Capital Contributions to be made by the Members for such Fiscal Year.

(b) The Operating Member shall cooperate with the Management Committee in connection with their review of the proposed Annual Budget. The Management Committee shall consider, modify and endeavor either to approve or reject each Annual Budget prior to the commencement of each Fiscal Year (as approved, an “Approved Annual Budget”). Approval by the Management Committee of any Annual Budget under the terms of this Agreement shall constitute deemed authorization to the Operating Member to make the expenditures thereunder. The Approved Annual Budget for Fiscal Year 2007 is set forth in Exhibit E. In addition, to the extent reasonably necessary to accomplish the activities contemplated by the then current Approved Annual Budget, the Operating Member is authorized to make additional expenditures on behalf of the Company up to an amount equal to ten percent (10%) of the total authorized amount of the then current Approved Annual Budget. The ten percent (10%) overage amount authorized by this Section 3.4(b) shall be calculated with respect to the original amount of such Approved Annual Budget or, once amended, the amended amount of such Approved Annual Budget; provided that any expenditures under Section 3.4(d) shall not constitute part of the total authorized amount (including the ten percent (10%) overage) of the Approved Annual Budget for purposes of this Section 3.4(b). At any time the Operating Member reasonably anticipates that overexpenditures under an Approved Annual Budget will exceed such ten percent (10%) amount above the total authorized amount of the then current Approved Annual Budget, the Operating Member shall promptly submit an amended budget to the Management Committee for approval.

(c) If for any reason an Annual Budget is not approved by the commencement of any Fiscal Year, the Management Committee shall be deemed to have established an

interim Annual Budget necessary for Operating Member to maintain continued operation of the Gathering System and to construct such additional pipelines and facilities as may be necessary or appropriate to connect the Gathering System to wells owned or controlled by any Member or any of its Affiliates in the AMI. Such interim Annual Budget, including an interim operating and maintenance and capital budget, shall not exceed an amount equal to the prior year’s actual operating and maintenance expense increased by three percent (3%). In no event shall any capital expenditures contemplated by such interim Annual Budget be used to construct pipelines and/or facilities to be located outside of the AMI. The Management Committee shall continue to use reasonable efforts to approve an agreed Annual Budget, and upon such approval, the interim Annual Budget deemed approved pursuant to this (c) shall cease to apply.

(d) The Operating Member is authorized to make expenditures not included in the then current Approved Annual Budget as may be necessary, in the Operating Member’s sole and reasonable judgment, to cause the Company’s operations to comply with Applicable Law, to accommodate coal mining if required by Applicable Law, contract or pre-existing rights of coal owners, to comply with any Governmental Authority requirements, or to deal with an emergency that may endanger lives, property or the environment. Upon any such event, the Operating Member shall provide written notice thereof to the other Members, together with reasonable details regarding such event and the costs associated therewith, within five (5) Business Days following such event. The Members shall make such Capital Contributions as are necessitated by such expenditures as requested by the Operating Member. Notwithstanding the foregoing, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or acting as Operating Member of the Company. Nothing in this Agreement shall be interpreted as an agreement by any Member to be obligated personally for any or all of the debts, obligations and liabilities of the Company.

(e) The Operating Member shall deliver to each Member, as soon as commercially reasonable (i) following the end of each calendar quarter, operating and financial reports of the Company (including the unaudited financial statements consisting of a balance sheet, a statement of the Members’ Capital Accounts as of the last day of such calendar quarter, an income statement for such calendar quarter, and a statement of cash flows for such calendar quarter) and (ii) following the end of each calendar year, (A) an audited balance sheet as of the last day of such calendar year, an audited income statement for such calendar year, and a statement of cash flows for such calendar year and notes associated with each,(B) an audited statement of the Members’ Capital Accounts and changes therein for such calendar year; and (C) a certificate of the Operating Member to the effect that the unconsolidated and consolidated financial statements in clause (A) above present fairly in all material respects the financial position and results of operations of the Company on an unconsolidated basis, and the financial condition and results of operations of the Company on a consolidated basis. The Operating Member shall cause the audit described in clause (ii) above to be conducted by

Ernst & Young LLP or, if such firm is unavailable, by a nationally recognized independent certified public accounting firm approved by the Management Committee.

(f) Prior to the Management Committee meeting held to consider and approve the Annual Budget, each Member shall provide the other Members with a reasonably detailed one (1) and three (3) year development plan for the gas and oil exploration and development operations of such Member and its Affiliates in the area that is served or would reasonably be served (through expansion) by the Gathering System.

Section 3.5 Connecting Pipelines and Facilities

(a) If any unaffiliated third Person requests permission at its sole expense to connect a well or separate pipeline owned by such Person and/or install a separate compression or other facility owned by such Person (in each case) located within or outside the AMI to the Gathering System which is not provided for under the Company’s then current Approved Annual Budget, then approval or disapproval of each such request shall be determined by the Management Committee. Any such unaffiliated third Person shall be required to enter into an interconnect agreement on substantially the terms contained in the agreement attached hereto as Exhibit G. If any Member or any Member’s Affiliate transports gas through the Gathering System pursuant to an arrangement other than the arrangement under the Operating Agreement as of the date hereof, such Member or such Member’s Affiliate shall be required to enter into an interconnect agreement on substantially the terms contained in the Member Interconnect Agreement.

(b) If a Member or any Affiliate of a Member requests permission at its sole expense to connect a well or separate pipeline owned by such Person and/or install a separate compression or other facility owned by such Person (in each case) located outside of the AMI to the Gathering System which is not provided for under the Company’s then current Approved Annual Budget, then approval or disapproval of each such request, and the form and substance of the interconnect agreement, shall be determined by the Management Committee.

(c) If a Member or any Affiliate of a Member desires at its sole expense to connect a separate pipeline owned by such Person and/or install a separate compression or other facility owned by such Person (in each case) within the AMI (each a “Connecting Pipeline Facility”) to the Gathering System, then such Member or its Affiliate shall be permitted to connect such pipeline or install such facility (as applicable) to the Gathering System pursuant to an interconnect agreement in the form attached hereto as Exhibit H (each, a “Member Interconnect Agreement”) subject to the satisfaction of the following conditions:

(i) Gas from the Connecting Pipeline Facility through the Gathering System must be reasonably intended to flow in accordance with the priority set forth in Section 2.12.

(ii) As a condition to allowing such Connecting Pipeline Facility to be connected to the Gathering System, the Member or its Affiliate who owns such Connecting Pipeline Facility must agree:

(A) To transport any gas in which any other Member (or its Affiliates) owns or controls an interest through such Connecting Pipeline Facility for a gathering rate (and gas retention percentage) structured in the same manner as the rate structure included in Exhibit D, which rate shall be separate and additive to the gathering rate charged for the remainder of the Gathering System; and

(B) To give the other Member or its Affiliate, by written notice to such other Member, a thirty (30) day right to elect to purchase a fifty percent (50%) equivalent interest in that portion of such Connecting Pipeline Facility that is within the AMI at cost. If such right is not exercised by such other Member or its Affiliate, and subsequently the Connecting Pipeline Facility is used at any time for gas from any well in the AMI in which such other Member or its Affiliate owns or controls a working interest, then upon written notice from such other Member, such other Member or its Affiliate may elect to purchase a fifty percent (50%) equivalent interest in that portion of the Connecting Pipeline Facility that is within the AMI at a price equal to sixty percent (60%) of the then depreciated net book value of the cost of constructing that portion of the Connecting Pipeline Facility that is within the AMI. If the other Member or its Affiliate elects to purchase a fifty percent (50%) equivalent interest in that portion of the Connecting Pipeline Facility that is within the AMI pursuant to this subsection (B), then the closing of such purchase shall occur on the thirtieth (30 th) day following such election (or the next Business Day after such date if such date is not a Business Day) at the principal office of the Company, unless the Member or its Affiliate who owns such Connecting Pipeline Facility, on the one hand, and the Member or its Affiliate who elects to purchase such interest in that portion of the Connection Pipeline Facility that is within the AMI, on the other hand, agree upon a different time or date. In the event of any such purchase, the portion of the Connecting Pipeline Facility that is within the AMI shall be contributed to the Company or purchased by the Company as mutually agreed.

(d) To the extent the Company can do so without violating any Applicable Law or contract, the Company and its Members hereby irrevocably grant EGEL and its Affiliates the right to construct, own and operate for its sole account and expense, a parallel (twin) line to the Nora-T Line. In connection with the construction, ownership and operation of such parallel (twin) line to the Nora-T Line, EGEL or its Affiliates may utilize all or part of any of the rights of way, easements and similar rights owned by the Company to the extent the Company is able to make available such rights of way, easements and other rights requested without violating any obligations to third Persons; provided, if EGEL or its Affiliates makes use of such rights of way, easements and other

rights, that (1) the Company shall be deemed to have priority in such rights of way, easements and similar rights and in the use of available capacity (now or hereinafter existing) of EGEL and/or its Affiliates on the pipeline of the East Tennessee Natural Gas Company to the extent necessary to allow the Company to transport the capacity in the Gathering System and (2) EGEL and its Affiliates will pay (i) one-half of any fees or charges arising under the instruments creating or governing such rights of way, easements and similar rights, together with one-half of any maintenance costs incurred by the Company with respect to such rights of ways, easements and similar rights and (ii) any increased costs of cathodic protection. For the purposes of this Agreement, a parallel (twin) line to the Nora-T Line which utilizes any of the rights of way, easements and similar rights owned by the Company shall be deemed to be (and referred to herein as) the “Parallel Pipeline.” EGEL and its Affiliates shall be responsible for and defend, indemnify and hold (A) the Company and its Affiliates and their respective directors, officers, employees, stockholders, members, agents, consultants, advisors and other representatives (including legal counsel, accountants and financial advisors) and (B) PMOG and its Affiliates and their respective directors, officers, employees, stockholders, members, agents, consultants, advisors and other representatives (including legal counsel, accountants and financial advisors), harmless for any damages, losses, costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities suffered by any of such Persons described in clauses (A) and (B) above to the extent such damages, losses, costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities arise out of or relate to any of EGEL’s or its Affiliates’ use of such rights of way, easements, and similar rights in connection with the construction, ownership or operation of the Parallel Pipeline. EGEL represents to the Company that it and its Affiliates, will not use the Parallel Pipeline in a manner that would materially (x) limit the quantities of gas that the Members are capable of transporting through the Gathering System and to the Delivery Points or (y) decrease the price paid for any Member’s gas. The rights to use the Company’s rights of way, easements and similar rights for the purposes of the Parallel Pipeline may not be assigned to any Person that is not a Member or an Affiliate of a Member.

Section 3.6 Segmentation of Pipelines and Facilities. As used in this Agreement, the term “Unbalanced Segment” means any portion of the Gathering System owned by the Company that transports gas produced from wells in which any Member, together with its Affiliates, owns sixty percent (60%) or more of the working interest volumes being transported (the “Majority WI Member”). In the event that any portion of the Gathering System constructed by the Company after the date hereof becomes an Unbalanced Segment, any Member other than the Majority WI Member may request that the Unbalanced Segment be segmented from the remainder of the Gathering System. If the Operating Member determines in its commercially reasonable discretion that the Unbalanced Segment can be segmented from the remainder of the Gathering System by installing one or more check meters at or near the point (s) in the Gathering System where the Unbalanced Segment connects to the remainder of the Gathering System, the portion of the Unbalanced Segment behind such check meter (the “Segmented Segment”) shall be operated as follows:

(a) From the time the Unbalanced Segment becomes a Segmented Segment, the Operating Member shall determine the gathering rate (and gas retention percentage)

to be charged for such segment using a rate structured in the same manner as the rate structure included in Exhibit D, which rate shall be separate and additive to the gathering rate charged for the remainder of the Gathering System.

(b) The Company shall continue to operate the Segmented Segment in accordance with the provisions set forth in this Agreement.

(c) Any expansions to the Segmented Segment beyond the check meter(s) separating the Segmented Segment from the remainder of the Gathering System shall be considered a part of the Segmented Segment.

Section 3.7 Notice of Tie-In. After receiving a notice pursuant to Section 2.9 of that certain Contract Operating Agreement, dated of even date herewith, between PMOG and EPC (the “Contract Operating Agreement”), that a well will be tied into the Gathering System, the Company shall promptly provide a copy of such notice to the parties to the Contract Operating Agreement.

Section 3.8 PUHCA Covenant. No Member shall take any action that would be reasonably expected to result in, or refrain from taking any action relating to such Member that would be reasonably expected to be necessary to prevent, the Company becoming a public-utility company within the meaning of PUHCA.

Section 3.9 Gathering Agreement and Interconnect Agreement. The Members agree that to the extent any Member connects a well or pipeline to the Gathering System, then such Member (on its own behalf and on behalf of any non-operators in such well) shall enter into (i)(a) if the well is within the AMI, a Member Interconnect Agreement or (b) if the well is outside the AMI, an interconnect agreement approved by the Management Committee and (ii) to the extent such Member is marketing its own production, the Gathering Agreement with the Company.

ARTICLE 4

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

Section 4.1 Initial Capital Contributions. The Members shall make the initial Capital Contributions to the Company as set forth in the Contribution Agreement.

Section 4.2 Additional Contributions. No Member is required to make any additional Capital Contribution to the Company except as expressly provided for in this Section 4.2. Subject to the provisions of this Section 4.2, the Members shall make additional Capital Contributions in such amounts and at such times as requested in writing by the Operating Member in order to comply with the provisions of Section 3.4 (d) and to reasonably enable the Company to pay all costs and expenses included in the then current Approved Annual Budget or any interim Annual Budget under Section 3.4 (c), if applicable, (in each case) when due. For the period of time that the Promissory Note is outstanding, at any time when the Members are required to make additional Capital Contributions pursuant to the preceding sentence, the Company acting through the Operating Member shall demand payment under the Promissory Note from ET Blue Grass Company in the aggregate amount of such additional Capital

Contributions. If the outstanding balance under the Promissory Note is equal to or greater than the aggregate amount of such additional Capital Contributions, then the Members shall not be required to make such addition Capital Contributions. If such aggregate amount of such additional Capital Contributions exceeds the outstanding balance of the Promissory Note, then the Members shall make additional Capital Contributions in amounts equal to the difference between (i) such aggregate amount of such additional Capital Contributions and (ii) the outstanding balance of the Promissory Note. Any required additional Capital Contributions pursuant to this Section 4.2 shall be made by the Members in accordance with their respective Membership Interests and on or before the thirtieth (30th) day after receipt of the Operating Member’s written notice therefore.

Section 4.3 Allocation of Profits and Losses. The Company’s Profits and Losses shall be allocated in accordance with the Members’ respective Membership Interests.

Section 4.4 Distributions. Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Management Committee or as may be provided for in the then current Approved Annual Budget. Except for the Distribution to EGEL contemplated by the Contribution Agreement and subject to Section 7.3 hereof, all Distributions shall be allocated among the Members in accordance with their Membership Interests. Notwithstanding anything to the contrary contained herein, the Company shall not make a Distribution to any Member on account of the interest of such Member in the Company if such Distribution would violate Section 18-607 of the Act.

Section 4.5 Return of Capital Contributions. Except as expressly provided in Article 7, (a) a Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of its Capital Contributions and (b) a Member shall not be required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

ARTICLE 5

BOOKS AND RECORDS

Section 5.1 Books and Records. During the Tenn and for a period of at least five (5) years thereafter, the Operating Member shall keep or cause to be kept at the address of the Company (or at such other place as the Management Committee may designate from time to time in accordance with Applicable Law) full and accurate accounts of the transactions of the Company, and a register of Members, in proper books and records of account, which shall set forth all information required by the Applicable Law. Such books and records shall be maintained in accordance with U.S. GAAP, which shall be the basis for the preparation of all financial reports. Such books and records shall be available for inspection and copying at reasonable times during business hours by a Member or its duly authorized agents or representatives for any purpose reasonably related to such Member’s interest in the Company.

ARTICLE 6

TRANSFERS AND ASSIGNMENTS

Section 6.1 Restriction on Transfers of Membership Interests. A Member may Transfer or Encumber all or any portion of its Membership Interests so long as such Transfer complies with the provisions of this Article 6. Except as expressly provided in this Article 6, no Member may Transfer or Encumber any of its rights or obligations under this Agreement to any other Person. Neither the Company nor any of the Members shall permit any Transfer or Encumbrance of Membership Interest in violation of this Article 6 to be registered, if applicable, in the relevant register of the Company.

Section 6.2 Transfers of Membership Interests; Admission as Member. Any Transfer of Membership Interests and any admission of a Transferee as a Member shall be subject to the requirements of this Section 6.2 and such Transfer shall not be effective unless such requirements are complied with; provided, however, that the Management Committee may waive any of the requirements of this Section 6.2 (other than the requirements of Section 6.2 (b)). A Transferee who complies with the following requirements shall be admitted to the Company as a Member:

(a) Except for a Transfer by a Member to any Affiliate of such Member, a Transfer of all or any part of a Membership Interest, the Transfer must comply with the provisions of Section 6.5;

(b) The following documents must be delivered to the Management Committee:

(i) A copy of the instrument pursuant to which the Transfer is effected.

(ii) With respect to any Transfer, an instrument, executed by the Member making the Transfer (a “Transferor”) and its Transferee, containing the following information and agreements: (A) the notice address of the Transferee; (B) the total percentage of the Membership Interests owned by the Transferee and the Transferor after the Transfer (which together must total the total percentage of Membership Interests owned by the Transferor before the Transfer); (C) the Transferee’s ratification of this Agreement and agreement to be bound by it; (D) the Transferee’s agreement to assume all liability associated with the transferred Membership Interest accruing from and after the effective date of such transfer; and (E) representations and warranties by the Transferor and its Transferee that the Transfer and admission is being made in accordance with Applicable Laws.

(iii) With respect to any Transfer, such opinions of counsel regarding tax and securities law matters as the Management Committee, in its reasonable discretion, may require.

(c) The Transferee must represent, warrant and covenant to the Company and each Member that the following statements are true and correct as of the date on which such Transferee becomes admitted to the Company as a Member:

(i) the Transferee is duly incorporated, organized or formed (as applicable), validly existing, and (if applicable) in good standing under the law of the jurisdiction of its incorporation, organization or formation; if required by Applicable Law, that the Transferee is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of incorporation, organization or formation; and that the Transferee has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other applicable Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Transferee have been duly taken;

(ii) the Transferee has duly executed and delivered this Agreement and the other documents contemplated herein, and they constitute the legal, valid and binding obligation of that Transferee enforceable against it in accordance with their terms (except as may be limited by bankruptcy, insolvency or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at Applicable Law or in equity);

(iii) the Transferee’s authorization, execution, delivery and performance of this Agreement does not and will not (1) conflict with, or result in a breach, default or violation of, (A) the organizational documents of such Transferee, (B) any contract or agreement to which that Transferee is a party or is otherwise subject or (C) any Applicable Law to which that Member is subject; or (2) unless previously satisfied, require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person; and

(d) The Transferor and its Transferee shall pay, or reimburse the Company for, all reasonable costs and expenses payable to third Persons (other than Affiliates) incurred by the Company in connection with the Transfer and admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 6.2 (b)(iii); and

(e) Unless approved by the Management Committee, no Transfer of any Membership Interests shall effect a release by the Company or any other Members of the Transferor from any liabilities to the Company or any other Members arising from events occurring prior to the Transfer.

Section 6.3 Transfers to Affiliates; Prohibition Against Encumbrances.

(a) Any Member may Transfer all or any part of its Membership Interest to any of its Affiliates without complying with Section 6.5.

(b) Unless approved by the Management Committee, no Member may Encumber its Membership Interests to any third Person.

Section 6.4 General Provisions Relating to Transfer of Membership Interests.

(a) No Member may withdraw from the Company, other than as a result of a Transfer of all of such Member’s Membership Interests in accordance with this Article 6 with respect to which the Transferee becomes a Member in place of the Transferor. Except as otherwise provided in this Agreement, any Member who Transfers all of the Membership Interests held by such Member in a Transfer permitted pursuant to this Article 6 where the Transferee is admitted as a Member shall automatically cease to be a Member as of the date of consummation of such Transfer.

(b) All distributions and allocations with respect to which the record date is before the effective date of any Transfer shall be made to the Transferor, and all distributions and allocations from and after such date shall be made to the Transferee.

(c) In addition to any other restrictions on Transfer contained herein, in no event may any Transfer of Membership Interests by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Membership Interests or (ii) in violation of Applicable Law.

(d) The Promissory Note must be repaid in full prior to any Transfer by EGEL of its Membership Interest.

Section 6.5 Right of First. Refusal.

(a) Except as provided in Section 6.3(a), Transfers of Membership Interests by a Member shall not be permitted unless the Member has complied with this Section 6.5. If a Member enters into an agreement whereby such Member agrees to Transfer all or any portion of its Membership Interests to a bona fide purchaser, then such Member (the “Transferring Party”) shall give prompt written notice (the “Transfer Notice”) to the Company and the other Members that are not Affiliates of the Transferring Party (the “Non-Affiliated Members”) at least thirty (30) days prior to the closing of such Transfer (such thirty (30) day period being referred to herein as the “First Refusal Period”), stating that the Transferring Party intends to make such a Transfer, identifying the terms and conditions of such Transfer, including without limitation (i) the name and address of the prospective purchaser (the “Proposed Transferee”), (ii) the percentage of Membership Interests proposed to be purchased pursuant to the offer (the “First Refusal Membership Interests”) and (iii) (a) if the Transfer is a Cash Transfer, the price to be paid for the First Refusal Membership Interests or (b) if the Transfer is not a Cash Transfer, the Cash Value of the First Refusal Membership Interests, determined by the Transferring Party in good faith (such U.S. dollar amount as used in subsections (a) or (b), as applicable, shall be referred to herein as the “Transfer Price”), which Transfer Notice shall constitute an irrevocable election by the Transferring Party to sell the First Refusal Membership Interests to the Non-Affiliated Members for the Transfer Price. A copy of the offer and purchase agreement, if in writing, shall be attached to the Transfer Notice.

(b) The Non-Affiliated Members shall have the irrevocable right, by written notice to the Transferring Party, and option to purchase at the Transfer Price all but not less than all the First Refusal Membership Interests. If the First Refusal Membership Interests are part of a Wider Transaction, the Non-Affiliated Members shall only have the right and option to purchase the First Refusal Membership Interests, and shall have no right to purchase any other interests that may be the subject of the Wider Transaction. Within thirty (30) days following delivery of the Transfer Notice, each Non-Affiliated Member shall deliver a written notice to the Transferring Party stating whether it elects to exercise its option under this Section 6.5(b), and such notice shall constitute an irrevocable commitment by such Non-Affiliated Member to purchase a percentage of the First Refusal Membership Interests, equal to the ratio of (i) the Membership Interests held by such Non-Affiliated Member to (ii) the Membership Interests held by all Members excluding the First Refusal Membership Interests, from the Transferring Party on the terms set forth in the Transfer Notice. Failure to timely deliver the notice to the Transferring Party by a Non-Affiliated Member shall be deemed an election of such Non-Affiliated Member not to exercise its options under this Section 6.5(b).

(c) If the First Refusal Membership Interests are not elected to be purchased by all of the Non-Affiliated Members but one or more of such Non-Affiliated Members (the “Electing Non-Affiliated Members”) have timely elected to purchase their proportionate share of such First Refusal Membership Interests, then the Transferring Party shall notify each Electing Non-Affiliated Member, by written notice, which Non-Affiliated Members have elected to purchase their proportionate share of the First Refusal Membership Interests and which Non-Affiliated Members have not elected to purchase their proportionate share of the First Refusal Membership Interests. The Electing Non-Affiliated Members, for a period of five (5) days from the receipt of such notice, shall have the irrevocable right and option to purchase at the Transfer Price all but not less than all the First Refusal Membership Interests, and each Electing Non-Affiliated Member shall deliver a written notice to the Transferring Party stating whether it so elects to exercise its option under this Section 6.5(c), and such notice shall constitute an irrevocable commitment of such Electing Non-Affiliated Member to purchase a percentage of the First Refusal Membership Interests, equal to the percentage agreed to among all Electing Non-Affiliated Members who provide such notice, from the Transferring Party on the terms set forth in the Transfer Notice. Failure to timely deliver the notice to the Transferring Party by an Electing Non-Affiliated Member shall be deemed an election of such Electing Non-Affiliated Member not to exercise its option under this Section 6.5(c).

(d) If the Non-Affiliated Members elect to purchase the First Refusal Membership Interests pursuant to Section 6.5(b) above or the Electing Non-Affiliated Members elect to purchase the First Refusal Membership Interests pursuant to subsection Section 6.5(c) above, then the closing of such purchase shall occur no later than ninety (90) days after (A) if the Transfer contemplated in the Transfer Notice is a Cash Transfer and is not part of a wider transaction between the Transferring Party and the Proposed Transferee involving other properties in addition to the First Refusal Membership Interests (the “Wider Transaction”), the date of such election, (B) if the Transfer contemplated in the Transfer Notice is a Cash Transfer but is part of the Wider

Transaction, the date on which the Wider Transaction closes, (C) if the Transfer contemplated in the Transfer Notice is not a Cash Transfer and is not part of the Wider Transaction, the date on which the Cash Value is deemed final pursuant to the provisions of Section 6.5(f) or (D) if the Transfer contemplated in the Transfer Notice is not a Cash Transfer but is part of the Wider Transaction, on the later of (i) the date on which the Cash Value is deemed final pursuant to the provisions of Section 6.5(f) and (ii) the date on which the Wider Transaction closes, (in each case) unless the Electing Non-Affiliated Members and the Transferring Party agree upon a different time. The closing shall take place at the offices of the Transferring Party, unless the Electing Non-Affiliated Members and the Transferring Party agree upon a different place. If the contemplated Transfer is part of the Wider Transaction and the Wider Transaction terminates without completion for any reason, the Electing Non-Affiliated Members’ rights to acquire the First Refusal Membership Interests which are part of such Wider Transaction shall also terminate.

(e) If all of the First Refusal Membership Interests are not elected to be purchased by the Non-Affiliated Members or Electing Non-Affiliated Members in a timely manner pursuant to this Section 6.5, then, subject to Article 6, the Transferring Party shall be free, for a period of ninety (90) days from the date of the expiration of the First Refusal Period, to sell such First Refusal Membership Interests to the Proposed Transferee under terms and conditions no more favorable to the Proposed Transferee than those set forth in the Transfer Notice. If the Transfer of such First Refusal Membership Interests by the Transferring Party is not completed after the end of such ninety (90) day period, and the Transferring Party still desires to effect such Transfer, then the Transferring Party shall be required to deliver an additional Transfer Notice delivered to the Company and the Non-Affiliated Members, and the terms and conditions of this Section 6.5 shall apply to such additional Transfer Notice, thereby giving rise anew to the rights provided in the preceding paragraphs.

(f) For purposes of Section 6.5(d), the Cash Value proposed by the Transferring Party in the Transfer Notice shall be conclusively deemed correct and final unless the Electing Non-Affiliated Members give notice that they disagree with the Transferring Party’s estimate of the Cash Value (the “Disagreement Notice”) to the Transferring Party within ten (10) days of the Electing Non-Affiliated Members’ receipt of the Transfer Notice. The Disagreement Notice shall state (i) the Cash Value as determined by the Transferring Party, (ii) the Cash Value proposed by the Electing Non-Affiliated Members, and (iii) any information supporting the proposed Cash Value by the Electing Non-Affiliated Members. The Transferring Party and the Electing Non-Affiliated Members giving the Disagreement Notice (the “Disagreeing Parties”) shall then have fifteen (15) days in which to attempt to negotiate an agreement on the Cash Value. If no agreement has been reached by the end of such fifteen (15) day period, any Disagreeing Party shall have the right to refer the matter of Cash Value determination to final and binding arbitration before an expert in accordance with this Section 6.5(f). The expert shall be selected unanimously by the Disagreeing Parties and if the Disagreeing Parties are unable to agree upon an expert within fifteen (15) days after deciding to refer the matter of Cash Value determination to an expert, then, upon request of either Disagreeing Party, the American Arbitration Association shall appoint such expert. The expert shall not have any economic interest in or economic relationship with the parties

hereto or have been employed by any Party or any of their Affiliates for at least five (5) years prior to its appointment as an expert hereunder. The expert, once appointed, shall have no ex parte communications with the parties hereto concerning the expert determination or the underlying dispute. All communications between the Disagreeing Parties and the expert shall be conducted (A) in writing with each Disagreeing Party receiving a copy of such communications, or (B) at a meeting to which representatives of all the Disagreeing Parties have been invited and of which all the Disagreeing Parties have been provided at least seven (7) days notice. Within thirty (30) days after the expert’s acceptance of its appointment, each Disagreeing Party shall provide the expert and each other with a report containing their proposal for the resolution of the matter and the reasons therefore, accompanied by all relevant supporting information and data (each, an “Initial Report”). Each Disagreeing Party may also provide the expert and the other Disagreeing Parties with a response to the Initial Report of the other Disagreeing Parties within fifteen (15) days of the expert’s receipt of the Initial Reports. Within sixty (60) days of its receipt of the Initial Reports and after receipt of additional information or data as may be required by the expert, the expert shall issue an award selecting the proposal which it finds is more consistent with the terms of this Agreement. In issuing its award, the expert may not propose alternate positions or award damages, interest or penalties to any Disagreeing Party with respect to any matter. The expert’s award shall be final and binding on the Disagreeing Parties and judgment may be entered upon it by any court of competent jurisdiction.

(g) Once the Cash Value is determined under Section 6.5(f), subject to Section 6.5(d), the Transferring Party shall be obligated to sell and the Electing Non-Affiliated Members shall be obligated to buy the First Refusal Membership Interests at such Cash Value.

Section 6.6 Specific Performance. The Members agree that a breach of the provisions of this Article 6 may cause irreparable injury to the Company and to the other Members for which monetary damages (or other remedy at Applicable Law) are inadequate in view of (a) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provision and (b) the uniqueness of the business of the Company and the relationship among the Members. Accordingly, the Members agree that the provisions of this Article 6 may be enforced by specific performance.

Section 6.7 Additional Restrictions on Transfers.

(a) During any twelve (12) month period, the total Transfers of the Membership Interest (including, without duplication, Deemed Tax Transfers) by or with respect to any Member shall not exceed forty-nine and nine-tenths percent (49.9%) of the Membership Interest of such Member as of the beginning of such twelve (12) month period unless (i) the Management Committee, acting by the affirmative vote of Committee Members (other than the Transferor and its Affiliates) representing more than fifty percent (50%) of the Membership Interests remaining after excluding the Membership Interests held by the Transferor and its Affiliates, gives its consent, (ii) the Transfer or Deemed Tax Transfer is equal to or less than twenty-four and ninety-five

hundredths percent (24.95%) of the Membership Interest of the Transferor and, when combined with the Membership Interests transferred (or deemed transferred) pursuant to all other Transfers and Deemed Tax Transfers by or with respect to all Members during such 12 month period, does not exceed forty-nine and nine-tenths percent (49.9%) of the Membership Interests of all Members, or (iii) the Transferor (with the consent of the Management Committee, acting by the affirmative vote of Committee Members (other than the Transferor and its Affiliates) representing more than fifty percent (50%) of the Membership Interests remaining after excluding the Membership Interests held by the Transferor and its Affiliates, which consent shall not be unreasonably withheld, conditioned or delayed) agrees to modify Section 4.3 to provide for the special allocation of deductions of the Company to the Members other than the Transferor (the “Non-Transferor Members”) so that, notwithstanding the reduced depreciation and cost recovery deductions of the Company arising from a termination of the Company for purposes of Section 708(b)(1)(B) of the Code (the “Technical Termination”), (A) on an annual basis the deductions allocated to the Non-Transferor Members will be the same amount as the amount of deductions the Non-Transferor Members would have been allocated under Section 4.3 if the Technical Termination had not occurred and (B) in the year of the liquidation of the Company income and gain will be specially allocated to the Non-Transferor Members in an amount necessary to cause the Capital Account of each Member to be equivalent per one percent of Membership Interest held by such Member.

(b) In connection with each such Transfer and Deemed Tax Transfer, the Member making the Transfer or with respect to whom the Deemed Tax Transfer applies shall provide written notice to the Company and the other Members of the date of the consummation of such Transfer or Deemed Tax Transfer and the Membership Interest so transferred or deemed transferred.

(c) As used herein, the term “Deemed Tax Transfer” means any event or series of events that is treated for federal income tax purposes as a sale or exchange of a Member’s Membership Interest or portion thereof for purposes of Section 708(b)(1)(B) of the Code.

ARTICLE 7

FUNDING DEFAULT AND REMEDIES

Section 7.1 Funding Default; Remedies.

(a) If at any time a Member fails to pay any amount of a Capital Contribution as expressly required under Section 4.2, then such unpaid amount shall bear interest from the applicable due date until the date such unpaid amount is paid by such Member to the Company, which interest, together with the unpaid Capital Contribution, shall be payable to the Company upon demand or, in the absence of any demand, on the last day of each month, at a rate equal to LIBOR plus six percent (6%) per annum (or such lower rate as is the maximum rate permitted by Applicable Law from time to time).

(b) The Company and any Member, other than the Defaulting Member (each a “Non-Defaulting Member”), shall be entitled to recover from the Defaulting Member all reasonable attorneys’ fees and other costs incurred by each of them in the collection of amounts owing hereunder and in the enforcement of this Agreement.

(c) Upon the occurrence of a Funding Default, the Operating Member shall notify the other Members by written notice that such Funding Default has occurred. Each Non-Defaulting Member, by written notice to the Defaulting Member and the Company, may elect to either (i) make all or a portion of the Defaulted Contribution on behalf of the Defaulting Member as provided in Section 7.2(a) within thirty (30) days of its receipt of such notice from the Operating Member (and the failure to make such election within such time period by such Non-Defaulting Member shall be deemed an election not to make all or a portion of the Defaulted Contribution on behalf of the Defaulting Member), or (ii) take such other action available under this Agreement, Applicable Law or in equity as the Management Committee, acting by affirmative vote of the Committee Members (other than the Defaulting Member and its Affiliates) representing more than fifty percent (50%) of the Membership Interests remaining after excluding the Membership Interests held by the Defaulting Member and its Affiliates, may otherwise approve. If none of the Non-Defaulted Members elect to make all or a portion of the Defaulted Contribution on behalf of the Defaulting Member as provided in this (c) and Section 7.2(a), then the Defaulted Contribution shall constitute indebtedness due from the Defaulting Member to the Company unless and until such amount is repaid by the Defaulting Member to the Company. Amounts repaid by the Defaulting Member to the Company in connection with the Defaulted Contribution shall be applied by the Company first to costs of collection and enforcement incurred by the Company and second to amounts constituting the Defaulted Contribution (applied first to all accrued and unpaid interest) of the Defaulting Member that have not yet been paid to the Company.

Section 7.2 Member Advances upon Funding Default.

(a) Upon the occurrence of a Funding Default, any Non-Defaulting Member may elect to make all or a portion of the Defaulted Contribution on behalf of the Defaulting Member. Such election shall be made by such Non-Defaulting Member by written notice to the Defaulting Member and the other Members specifying the date by which such Defaulted Contribution will be made by such Non-Defaulting Member, which date shall be not more than ten (10) days from the date of such election. If any other Non-Defaulting Member wishes to join in making the Defaulted Contribution, it shall notify the Non-Defaulting Member providing the notice, and all or a portion of the Defaulted Contribution being paid by the electing Non-Defaulting Members shall be divided among them pro rata in relation to their respective Membership Interests or as otherwise agreed among them. Each Non-Defaulting Member who makes all or a portion of a Defaulted Contribution shall be a “Funding Member” and the portion of the Defaulted Contribution made by each Funding Member shall constitute indebtedness due from the Defaulting Member to such Funding Member. Amounts repaid by the Defaulting Member to any such Funding Member in connection with the Defaulted Contribution by such Funding Member shall be applied by such Funding Member first to costs of collection and enforcement incurred by such Funding Member and second to amounts constituting the Defaulted Contribution (applied first to all accrued and unpaid interest) of the Defaulting Member that have not yet been paid to such Funding Member.

(b) The Defaulting Member shall not be deemed to have cured the Funding Default until all of the Defaulted Contribution has been paid by it or the Funding Default has been repaid by the application of the Distributions to which the Defaulting Member would otherwise be entitled.

Section 7.3 Consequences of Funding Default; Redirected Distributions Upon a Funding Default.

(a) For so long as a Funding Default has occurred and is continuing, then notwithstanding anything to the contrary herein, (1) the Committee Member designated by the Defaulting Member or its Affiliates shall not have the right to participate in the decisions, actions, consents or approvals of the Management Committee, and the Management Committee shall have the right to make decisions, take actions or give its consent or approval by the affirmative vote of the Committee Members (other than the Defaulting Member and its Affiliates) representing the required percentage (as set forth in the applicable Section hereof with respect to the applicable decision, action, consent or approval) of the Membership Interests remaining after excluding the Membership Interests held by the Defaulting Member and its Affiliates and (2) the Defaulting Member shall not be entitled to any Distributions.

(b) Any Distribution to which the Defaulting Member would otherwise have been entitled (the “Redirected Distribution”) shall be handled in the following order: (i) such Redirected Distribution shall be applied by the Company in accordance with the last sentence of Section 7.1(c) until all amounts due to the Company (if any), together with any costs of collection and enforcement, have been paid in full; (ii) such remaining Redirected Distribution (after the Company has received the amounts necessary to satisfy (i) above) shall be distributed by the Company to the Funding Members (in proportion to the amount of the Defaulted Contribution each Funding Member is owed), until all amounts due to the Funding Members, together with any costs of collection and enforcement, have been paid in full (and such Funding Members shall apply such Redirected Distribution received in accordance with the last sentence of Section 7.2(a)); and (iii) after all amounts due to the Company and such Funding Members have been paid in full, any remaining Redirected Distribution shall be paid to the Defaulting Member; provided, however, that the Company acting through the Management Committee, by affirmative vote of the Committee Members (other than the Defaulting Member and its Affiliates) representing more than fifty percent (50%) of the Membership Interests remaining after excluding the Membership Interests held by the Defaulting Member and its Affiliates, may elect to retain such remaining Redirected Distributions payable to the Defaulting Member as an advance payment for future Capital Contributions of the Defaulting Member or demand other security or assurances for such future Capital Contributions.

(c) A Redirected Distribution shall be considered a Distribution by the Company to the Defaulting Member and a subsequent payment by the Defaulting Member of an equal amount to the Company or to the Funding Members, as the case may be.

(d) Each Member hereby agrees that, if at any time it becomes a Defaulting Member, it shall promptly return to the Company, for redistribution in accordance with (b) any amount received by it in contravention of this Article 7.

Section 7.4 Cross-Default. A failure by ET Blue Grass Company to make any payment required to be made by it pursuant to the Promissory Note (including upon demand by the Company pursuant to Section 4.2) after giving effect to any applicable notice requirement or grace period expressly set forth in the Promissory Note shall constitute a default of all of ET Blue Grass Company’s Affiliates that are Members, and each such Affiliates that is a Member shall become a Defaulting Member for the purposes of this Agreement until all amounts owing under the Promissory Note are paid in full.

ARTICLE 8

TERMINATION; WITHDRAWAL

Section 8.1 Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”):

(a) approval by Committee Members holding not less than seventy five percent (75%) of the Membership Interest; or

(b) entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

No other event shall cause a dissolution of the Company.

Section 8.2 Winding-Up and Termination. On the occurrence of a Dissolution Event, the Management Committee shall act as liquidators. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final Distribution, the liquidators shall continue to operate the Company and its properties with all of the power and authority of the Operating Member and the Management Committee. The liquidators shall prepare a liquidation plan, which shall be approved by the Management Committee and shall include the following steps:

(a) as promptly as possible after dissolution and again after final winding up, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable;

(b) the liquidators shall discharge from Company funds all debts, liabilities and obligations of the Company or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); and

(i) each Member shall have the opportunity to submit sealed bids for the remaining tangible assets, with the highest bidder for the assets receiving the assets as a liquidation distribution;

(ii) with respect to remaining Company property, the liquidators shall sell the Company property to the Member submitting the highest bid, or, if no such bids are received, may sell any or all Company property to one or more third Persons and any resulting gain or loss from each sale shall be computed and allocated to the Members in accordance with the provisions of this Agreement;

(iii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of Distribution; and

(iv) Company property (including cash) shall be distributed among the Members in accordance with their respective positive Capital Account balances (provided, however, that if the Promissory Note is outstanding as of the Dissolution Event, then such Promissory Note shall be distributed 100% to EGEL and Distributions of equivalent value shall be made to the other Members in accordance with their respective positive Capital Account balances); and those Distributions shall be made by the end of the Fiscal Year during which the Dissolution Event occurs (or, if later, ninety (90) days after the date of the Dissolution Event).

The Distribution of cash or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete Distribution to the Member of its Membership Interests and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Section 8.3 Certificate of Cancellation. On completion of the Distribution of Company assets as provided herein, the Management Committee (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or other Applicable Law.

Section 8.4 Deemed Withdrawal.

(a) A Member is deemed to have withdrawn from the Company (such Member being referred to herein as the “Withdrawn Member”) upon the occurrence of any of the following events:

(i) it becomes unlawful for the Member to continue to be a Member; or

(ii) the Member dissolves, commences liquidation or winds-up its operations.

(b) A Withdrawn Member shall comply with the following requirements in connection with its Withdrawal:

(i) A Withdrawn Member ceases to have the rights of a Member immediately and shall not receive any compensation or return of capital with respect to its Membership Interest or with respect to Capital Contributions made by it.

(ii) The Withdrawn Member shall not be entitled to receive any Distributions from the Company.

(iii) A Withdrawn Member shall not be entitled to exercise any voting or consent rights or receive any further information (or access to information) from the Company.

(iv) The Withdrawn Member must pay to the Company all amounts owed to it by such Withdrawn Member.

(v) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the Withdrawal.

(vi) The Membership Interest of the Withdrawn Member shall be allocated among the other Members in proportion to each other Member’s Membership Interest, or in such other proportion as such other Members may unanimously agree.

ARTICLE 9

TAX MATTERS

Section 9.1 Tax Partnership. The Members intend for the Company to be classified as a partnership for United States federal income tax and applicable state tax purposes. Notwithstanding any provision of the Agreement, this Article 9 shall govern with respect to federal, state and local income tax matters. Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law or to be

classified for federal income tax purposes and applicable state tax purposes as other than a partnership.

Section 9.2 Capital Accounts. A Capital Account shall be established and maintained for each Member. Each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by that Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under section 752 of the Code) and (iii) allocations to that Member of Profits and any items of income or gain allocated to such Member pursuant to the Regulatory Allocations, and (b) shall be decreased by (i) the amount of money distributed to that Member by the Company, (ii) the Book Value of property distributed to that Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under section 752 of the Code), and (iii) allocations to that Member of Losses and any items of loss or deduction allocated to such Member pursuant to the Regulatory Allocations. The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value. A Member that has more than one Membership Interest in the Company shall have a single Capital Account that reflects all such Membership Interests, regardless of the class of Membership Interests owned and the time or manner in which such Membership Interests were acquired. On the Transfer of all or part of a Membership Interest, the Capital Account of the Transferor that is attributable to the transferred Membership Interest shall carry over to the Transferee in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(l).

Section 9.3 Regulatory Allocations. The following allocations shall be made in the following order:

(a) The Losses allocated to a Member pursuant to Article 4 shall not exceed the maximum amount of Losses that can be so allocated without causing the Member to have a deficit in its Adjusted Capital Account at the end of the taxable year. All Losses in excess of the limitation set forth in this Section 9.3(a) shall be allocated to the Member who does not have an Adjusted Capital Account Deficit but only to the extent that the Losses does not cause any Member to have an Adjusted Capital Account Deficit. Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests.

(b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 9.3(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a taxable year (or if there was a net decrease in Minimum Gain for a prior taxable year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.3(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 9.3(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(d) Notwithstanding any provision hereof to the contrary except Section 9.3(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a taxable year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior taxable year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.3(d)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 9.3(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. The Minimum Gain chargeback shall consist first of Profits from the disposition of Company assets subject to Nonrecourse Liabilities of the Company with the remainder of the Minimum Gain chargeback, if any, made up of a pro rata portion of the Company’s other items of Profits for such year and shall be determined in accordance with Treasury Regulations sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions. If such Profits from the disposition of Company assets exceed the amount of Minimum Gain chargeback, a proportionate share of each item of such Profits shall constitute a part of the Minimum Gain chargeback.

(e) Notwithstanding any provision hereof to the contrary except Section 9.3(c) and (d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the taxable year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 9.3(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(f) In the event that any Member has a negative Adjusted Capital Account at the end of any taxable year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 9.3(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Article 9 have been tentatively made as if Section 9.3(e) and this Section 9.3(f) were not in this Agreement.

(g) The Regulatory Allocations are intended to comply with certain requirements of Treasury Regulations sections 1.704-1 and 1.704-2. Notwithstanding any other provision of the Agreement and this Article 9 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Profits and Losses among the Members so that, to the extent possible, the net amount of such allocations of other Profits and Losses and the Regulatory Allocations to the Members shall be equal to the net amount that would have been allocated to the Members if the Regulatory Allocations had not occurred.

(h) Profits and Losses of the Company shall not be allocated in accordance with Article 4 or any paragraph of this Article 9 other than this Section 9.3(h) if and to the extent that any such allocation would cause the Company’s allocations not to have substantial economic effect for purposes of section 704(b)(2) of the Code under the economic effect equivalence test set forth in Treasury Regulations section 1.704-1(b)(2)(ii)(i), and any such Profits and Losses shall instead be allocated to and among the Members in the amounts and in the manner necessary to cause the Company’s allocations to comply with such economic effect equivalence test. For purposes of this Section 9.3(h) only, it shall be assumed that no Member is obligated to contribute to the Company any cash or property to eliminate the deficit balance existing in its Capital Account upon the liquidation of the Company except to the extent that such Member is personally liable under law or by contract to satisfy a Company liability.

(i) It is intended that the allocations set forth in Article 4 satisfy the substantial economic effect requirement of section 704(b) of the Code. However, in the event that counsel to the Company or any Member determines that such requirements are not satisfied, the Operating Member shall cause this Agreement to be amended in conformity with the provisions of Section 11.7.

(j) To the extent an adjustment to the adjusted tax basis of any Company property pursuant to Section 734 (b) or Section 743 (b) of the Code is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the property) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 9.4 Allocations for Income Tax Purposes.

(a) All items of income, gain, loss and deduction of the Company for income tax purposes shall be allocated in the same manner as the corresponding item of Profits and Losses is allocated for book purposes, except as otherwise provided in this Section 9.4.

(b) In accordance with Section 704(c) of the Code and the applicable Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (b) or (d) of the definition of Book Value, subsequent allocations of income, gain, loss and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its Book Value in the same manner as under Section 704(c) of the Code and the applicable Regulations thereunder. For purposes of such allocations, the Company shall elect the remedial allocation method (within the meaning of Treasury Regulation Section 1.704-3(d)), and in applying the remedial allocation method to depreciable property, the Company shall compute remedial allocations using the MACRS class life for such property and (where available) the double declining balance method of depreciation.

(c) Any recapture of depreciation or other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e), to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations).

(d) Allocations pursuant to this Section 9.4 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or Distributions pursuant to any provision of this Agreement.

Section 9.5 Other Allocations Provisions.

(a) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the calendar year during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the Transferor or the Transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Section 706 of the Code and the regulations thereunder.

(b) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulation Section 1.752-3(a)(3), shall be determined in accordance with their Membership Interests.

Section 9.6 Tax Returns. The Company shall cause to be prepared and filed all necessary federal, state and local tax returns for the Company, including making the elections described in Section 9.7. Each Member shall furnish to the Company all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s tax returns to be prepared and filed. The Company shall deliver to each Member a copy of such federal, state and local income tax returns and such other accounting, tax information and

schedules (if any) as shall be reasonably necessary for the preparation by each Member of its income tax returns.

Section 9.7 Tax Elections. The Tax Matters Member shall cause the Company to make the following elections on the appropriate tax returns:

(a) to adopt the calendar year as the Company’s Fiscal Year;

(b) to adopt the accrual method of accounting and to keep the Company’s books and records on the income-tax method;

(c) if there is a distribution of Company property as described in Section 734 of the Code or if there is a Transfer of an interest in the Company as described in Section 743 of the Code, on request by any Member, to elect, pursuant to Section 754 of the Code, to adjust the basis of Company properties;

(d) to elect to amortize the organizational expenses of the Company over a period of 180 months as permitted by Section 709(b) of the Code; and

(e) any other election the Management Committee may deem appropriate and in the best interests of the Members.

Section 9.8 Tax Matters Member.

(a) The tax matters partner of the Company pursuant to Section 6231(a)(7) of the Code shall be the Operating Member unless otherwise designated by the Management Committee. Any such Member who is designated as the tax matters partner is referred to herein as the “Tax Matters Member”. The Tax Matters Member shall take such action as may be necessary to cause to the extent possible each other Member to become a notice partner within the meaning of Section 6231(a)(8) of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity.

(b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as is authorized herein or may be required by Applicable Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

(c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any partnership item (within the meaning of Section 6231(a)(3) of the Code) shall notify the other Members of

such settlement agreement and its terms within ninety (90) days from the date of the settlement.

(d) No Member shall file a request pursuant to Section 6227 of the Code for an administrative adjustment of partnership items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Sections 6226, 6228 or other sections of the Code with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed.

(e) If any Member intends to file a notice of inconsistent treatment under Section 6222(b) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Section 9.9 Tax Withholding. Each Member hereby agrees that the Company shall withhold and remit any applicable United States federal income tax obligations with respect to such Member’s interest in the Company (the “Tax Amounts”), and that such Tax Amounts shall be treated as distributions to such Member for all purposes of this Agreement.

ARTICLE 10

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Section 10.1 Confidential Information.

(a) “Confidential Information” shall mean all information that is furnished by any Party (the “Disclosing Party”) to any other Party in connection with the business of the Company (the “Receiving Party”), whether written or oral and in whatever form or medium it is provided and shall specifically include (i) this Agreement and other agreements entered into by the Company, (ii) all data, records, oral discussions and information exchanged between the Members and the Committee Members, and (iii) all technical, financial or environmental information generated by the Company related to its activities, but shall exclude the information specified in Section 10.1(b).

(b) The following information shall not be deemed to be Confidential Information and the provisions of this Article 10 shall not apply to: (i) information which is or becomes generally available to the public other than as a result of a disclosure in

violation of this Agreement; (ii) information which becomes available to the Receiving Party on a non-confidential basis from a source other than a Disclosing Party if such Receiving Party had no reason to believe that such source was subject to any prohibition against transmitting the information to such Receiving Party; and (iii) information independently developed by the Receiving Party.

Section 10.2 Confidentiality Obligations.

(a) Each Receiving Party shall not disclose any Confidential Information to any other Person without the consent of all Parties, other than: (i) to the other Parties; (ii) to an actual or prospective financial advisor, lender, manager of an underwriting syndicate, legal counsel, consultant, contractor or subcontractor, in each case with a business need to be informed; (iii) to an actual or prospective purchaser of all or any portion of the Membership Interests of such Party or the assets of the Company, or of a direct or indirect interest in a Member; (iv) to a Governmental Authority or a Person to which the Disclosing Party or its Affiliate is required by Applicable Law or the applicable rules of any stock exchange or securities regulatory authority to disclose the Confidential Information; (v) to a natural gas purchaser, natural gas supplier, natural gas transporter, consultant, contractor, subcontractor or legal counsel, in each case with a business need to be informed; and (vi) any arbitral tribunal or court in connection with a proceeding pursuant to Section 11.1 or Section 11.3.

(b) In case of a disclosure of Confidential Information to a third Person permitted by Section 10.2(a)(ii), Section 10.2(a)(iii) or Section 10.2(a)(v), the Receiving Party disclosing such information shall ensure that such third Person has signed an agreement in writing (or in the case of Section 10.2(a)(ii) and Section 10.2(a)(v) is otherwise bound by an obligation of confidentiality at least as restrictive as those contained in this Agreement) to protect the Confidential Information from further disclosure to the same extent as the Parties are obligated under this Article 10, except in the case of any such Person which is prevented from entering into such an agreement in accordance with Applicable Law.

Section 10.3 Notice Preceding Compelled Disclosure. If a Party reasonably believes it or any of its representatives is required by Applicable Law or the applicable rules of any stock exchange or securities regulatory authority (whether requested by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand, similar Applicable Law or legal process or otherwise) to disclose any Confidential Information, such Party shall promptly notify the other Parties of such requirement as soon as it becomes aware that such disclosure is required.

Section 10.4 Consultation as to Announcements. Subject to Section 10.2, no public announcement or press release concerning the Company shall be made by the Company or any Member without approval by the Management Committee; provided that this Section 10.4 shall not prohibit any public announcement or press release required to be made (a) pursuant to Applicable Law, regulations or policies of any federal, provincial or state governmental agency or similar agency or any stock exchange or securities regulatory authority, (b) by the reasonable good faith judgment of the Disclosing Party as a response to any environmental or other

emergency or (c) by the Operating Member as part of routine operations, including routine public relations, advertising and marketing activities; provided, further, that the Party making such announcement shall, to the extent practicable, consult with the other Parties concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to each of the other Parties at the same time, or as soon as reasonably practicable after the making of such announcement.

Section 10.5 Specific Performance. The Parties recognize and agree that if any of the provisions of this Article 10 are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury may be caused for which money damages would not be an adequate remedy. Accordingly, each Party hereby agrees that, in addition to other remedies, the Parties shall be entitled to seek an injunction restraining any violation or threatened violation of the provisions of this Article 10 or to seek specific performance or other equitable relief to enforce the provisions of this Article 10.

Section 10.6 Proprietary Technology.

(a) “Proprietary Technology” means all of the following rights, title, or interest in or arising under the laws of the United States, any state, any other country, or international treaty regime, whether or not filed, perfected, registered, or recorded, including all renewals thereof: (i) certificates of invention and other indicia of invention ownership, patents, patent applications, and patent rights, including any such rights granted upon any reissue, reexamination, division, extension, provisional, continuation, or continuation-in-part applications, and equivalent or similar rights anywhere in the world in inventions and discoveries; (ii) rights associated with works of authorship and literary property rights, including copyrights, copyright applications and copyright registrations; (iii) rights relating to confidential know-how or trade secrets, including ideas, concepts, methods, techniques, inventions (whether patentable or unpatentable), and other confidential information; and (iv) any rights analogous to those set forth in the preceding clauses relating to intangible property.

(b) No Member shall be required to license or disclose any Proprietary Technology to the Company or to any other Member or its Affiliates.

(c) If any Member desires or is willing to make available Proprietary Technology to the Company, such Member and the Company shall negotiate and may enter into a license for such Proprietary Technology, and the Company may use such Proprietary Technology pursuant to the terms of such license.

Section 10.7 Continuing Obligation. The obligations of this Article 10 shall be continuing and shall survive until the later of (i) five (5) years after the date of execution of this Agreement or (ii) five (5) years after the termination of this Agreement, or (iii) with respect to specific information subject to confidentiality obligations under any separate agreement by which the Company is bound, such longer period as required pursuant to the terms of such agreement, and shall be binding on any Member which ceases to be a Member until the expiration of such period.

ARTICLE 11

MISCELLANEOUS

Section 11.1 Governing Law. This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. Each of the Parties agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the federal Court for the Western District of Virginia (the “Chosen Court”) and, solely in connection with claims arising under this Agreement or the transactions contemplated hereby, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court, and (iii) waives any objection that the chosen Court is an inconvenient forum or does not have jurisdiction over it. The foregoing consents to jurisdiction shall not constitute general consents for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties.

Section 11.2 Notices. All notices, requests, demands, directions and other communications hereunder shall be in writing and shall be given by personal delivery or facsimile communication addressed to the Members at the addresses set forth on Exhibit C and to the Company at the address for notices to the Operating Member or to such other addresses or facsimile telephone numbers as may be designated by notice given by any Party to the other Parties. Any notice, demand, request, direction or other communication given by personal delivery or facsimile communication shall be conclusively deemed to have been given on the Business Day of actual delivery or transmittal thereof if given during the normal business hours of the recipient, and on the next Business Day during which such normal business hours next occur if not given during such hours on any day; provided, however, that such delivery and transmittal shall be effective only upon a confirmation (including automatically-generated confirmations) of receipt thereof.

Section 11.3 Amicable Resolution of Disputes. Upon any dispute arising under this Agreement or Management Committee deadlock, any Member may, by written notice to the other Members, request a meeting among senior executives designated by each Member to attempt to resolve such dispute or deadlock by negotiation in good faith. If such dispute or deadlock is not resolved among such senior executives within thirty (30) days, the Members may pursue any action available to them under Applicable Law or in equity.

Section 11.4 Entire Agreement. This Agreement supersedes the Original LLC Agreement and the Original LLC Agreement shall be of no further force and effect. This Agreement, the Exhibits attached hereto and the documents to be delivered hereunder, together with the Contribution Agreement, the schedules and exhibits attached thereto and the documents to be delivered thereunder or in connection with a condition to the closing thereof (the “Transaction Documents”), shall constitute the entire agreement among the Parties pertaining to the subject matter of the Transaction Documents, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties regarding such subject matter.

Section 11.5 Severability. Upon a determination by a court of competent jurisdiction that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, then (i) all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, (ii) the Members shall negotiate in good faith to modify this Agreement to give effect to the original economic and legal intent of the Members as closely as possible in an acceptable manner to the end that the transactions contemplated by the Transaction Documents are fulfilled to the extent possible, and (iii) if the Members are unable to agree on such modifications to this Agreement and the economic or legal substance of the transactions contemplated by the Transaction Documents is affected in any manner materially adverse to a Member, then the Transaction Documents shall be interpreted to give effect to the original economic and legal intent of the Members as closely as possible in an acceptable manner to the end that the transactions contemplated by the Transaction Documents are fulfilled to the extent possible. If there is a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation or (b) any mandatory provision of the Act (or to the extent any other statutes are incorporated into the Act, such other statutes), the applicable provision of the Certificate of Formation, the Act or such other statutes shall control.

Section 11.6 No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon only the Parties and their respective successors and permitted assigns and no other Person shall be entitled to enforce this Agreement, rely on any representation, warranty, covenant or agreement contained herein, receive any rights hereunder or be a third-party beneficiary hereof.

Section 11.7 Amendments and Waivers. No amendment, supplement, waiver or termination of this Agreement shall be binding unless executed in writing by all Members. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 11.8 Expenses of the Members; Taxes. All fees and expenses incurred by or on behalf of any of the Members in connection with the authorization, preparation and consummation of this Agreement shall be borne solely by the Member who incurred such fees or expenses, including all fees and expenses of agents, representatives, counsel and accountants employed by such Member in connection with the authorization, preparation, execution and consummation of this Agreement. Except as otherwise provided herein, each Party shall be solely responsible for the payment of all Taxes imposed on it.

Section 11.9 No Right of Set-Off. No Member shall by virtue of this Agreement be entitled to offset against any of its financial obligations to the Company under this Agreement or any obligation owed to it or any of its Affiliates by any other Member or any of such other Member’s Affiliates.

Section 11.10 Relationship of the Members. Nothing in this Agreement shall be construed to create a partnership (including a limited partnership) or joint venture for any purposes other than United States federal and state tax purposes between or among any of the Members or to constitute any Person the guarantor of the Company’s obligations. The obligations of the Company, each Member under or in connection with this Agreement,

including each Member’s obligation to make Capital Contributions to the extent provided herein, shall be the several obligations of each such Party, and not joint. Each Member shall be jointly and severally liable for the actions, obligations and liabilities of any other Member who is an Affiliate of such Member. Without affecting in any manner the obligations under Section 4.2, nothing herein shall be deemed or construed to make any Member a surety or a guarantor of the Company or of another Person or liable to meet any obligation of the Company or of another Person.

Section 11.11 Disclaimer of Fiduciary Duties. Each Member and Committee Member shall be entitled to exercise all voting rights hereunder or under the Certificate of Formation in respect of its Membership Interest in the sole interest of such Member, and shall have no fiduciary or similar duties under this Agreement, the Certificate of Formation or otherwise to the Company or any other Member with respect to the exercise of such voting rights except as expressly provided by the Act. The Company and the Members hereby expressly and irrevocably waives, to the full extent permitted by Applicable Law, all fiduciary and similar duties under Applicable Law of each other Member with respect to its exercise or failure to exercise any voting rights hereunder or under the Certificate of Formation, and, to the extent permitted by Applicable Law, agrees that it shall not raise any claim or action against any such other Member based on a breach or alleged breach of any fiduciary or similar duties under Applicable Law. Except as expressly provided in this Agreement, no conflict of interest with the Company shall prevent a Member from exercising its voting, consent or approval rights or its rights to transfer its Membership Interests under this Agreement.

Section 11.12 No Partition. In connection with the winding-up, liquidation and dissolution of the Company, each Member hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the property or assets of the Company.

Section 11.13 Remedies Cumulative. The remedies specified in this Agreement are cumulative, and the exercise of any remedy provided hereunder shall not preclude the exercise of any other remedy provided hereunder or available under Applicable Law.

Section 11.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 11.15 Joint Defense. If the Company and one or more Members are named as defendants in any third-party claim or cause of action arising out of or relating to this Agreement, then the Company and such Members will, as reasonably requested by each Party, cooperate in the joint defense of their common interests to the extent permitted by Applicable Law and, to the extent mutually agreeable, enter into an agreement for joint defense of the action (except as against each other).

[Remainder of this page left intentionally blank.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and delivered by their duly authorized representatives as of the date and year first above written.

	COMPANY:

	NORA GATHERING, LLC


	By:

	Name:

	Title:


	MEMBERS:

	EQUITABLE GATHERING EQUITY, LLC


	By:

	Name:

	Title:


	PINE MOUNTAIN OIL AND GAS, INC.


	By:

	Name:

	Title:

SIGNATURE PAGE TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NORA GATHERING, LLC

EXHIBIT A

DEFINITIONS AND INTERPRETATION

Section 1. Definitions. In this Agreement and in any other document that references this Agreement for definitions, the following terms shall have the meanings assigned or referenced below:

“Act” means the Delaware Limited Liability Company Act.

“Adjusted Capital Account” shall mean, with respect to any Member, the Capital Account maintained for such Member, (a) increased by any amounts that such Member is obligated to restore or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), and (b) decreased by any amounts described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Member.

“Affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning (i) the power to direct the vote of more than fifty percent (50%) of the voting shares or other securities of such Person through ownership, pursuant to a written agreement, or otherwise or (ii) the power to direct the management and policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement, or otherwise. For the purposes of this Agreement, the Company shall not be considered an Affiliate of a Member or such Member’s Affiliates so long as it is owned equally by each Member taken together with its Affiliates.

“Agreement” has the meaning set forth in the preamble.

“Alternate Representative” has the meaning set forth in Section 3.1(b).

“AMI” has the meaning given to such term in the Operating Agreement.

“Annual Budget” has the meaning set forth in Section 3.4(a).

“Applicable Law” means all laws, statutes, rules, regulations, ordinances, orders, requirements and codes of Governmental Authorities.

“Approved Affiliate Transactions” means (i) that certain Gas Gathering Agreement dated as of July 1, 1995, by and between Equitable Resources Exploration, a division of Equitable Resources Energy Company, Penn Virginia Resources Corporation, the Olin R. Prather Revocable Trust, John W. Gillespie and R. Hagan Kohler; (ii) that certain Services Agreement dated as of January 1, 2005, by and between EPC and EGEL; and (iii) that certain Interconnect Agreement by and between Kentucky West Virginia Gas Company and EGEL dated as of the date hereof.

“Approved Annual Budget” has the meaning set forth in Section 3.4(b).

A-1

“Book Value” means, with respect to any property, such property’s adjusted basis for federal income tax purposes, except as follows:

(a) The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as determined by the Management Committee;

(b) The Book Values of all properties shall be adjusted to equal their respective fair market values as determined by the Management Committee in connection with (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution to the Company, (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company, (iii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), (iv) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of being a Member or (v) any other event to the extent determined by the Managers to be necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(q); provided that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Management Committee reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c) The Book Value of property distributed to a Member shall be the fair market value of such property as determined by the Management Committee; and

(d) The Book Value of all properties shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (f) of the definition of Profits and Losses; provided, however, Book Value shall not be adjusted pursuant to this clause (d) to the extent the Management Committee determines that an adjustment pursuant to clause (b) hereof is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this clause (d).

If the Book Value of property has been determined or adjusted pursuant to clause (b) or (d) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses.

“Business Day” means a day other than a Saturday or Sunday on which banks are permitted to be open for business in Pittsburgh, Pennsylvania or Fort Worth, Texas.

“Capital Account” shall mean the Capital Account established and maintained for each Member pursuant to Section 9.2.

“Capital Contribution” means any contribution in cash, property or as otherwise provided herein to the capital of the Company by a Member with respect to its Membership Interest.

A-2

“Cash Value” means the portion of the total monetary value (expressed in U.S. dollars) of the consideration being offered by a Proposed Transferee (including without limitation any cash, other assets, and Tax Savings to a Transferor from a non-cash deal) that reasonably should be allocated to any First Refusal Membership Interests that are subject to a proposed Transfer.

“Cash Transfer” means any Transfer where the sole consideration (other than the assumption of obligations and liabilities associated with the transferred Membership Interests) takes the form of cash, cash equivalents or promissory notes.

“Certificate of Formation” has the meaning set forth in Section 2.1.

“Chosen Court” has the meaning set forth in Section 11.1.

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

“Committee Member” has the meaning set forth in Section 3.1(b).

“Company” has the meaning set forth in the preamble.

“Confidential Information” has the meaning set forth in Section 10.1(a).

“Connecting Pipeline Facility” has the meaning set forth in Section 3.5(c).

“Construction Notice” has the meaning set forth in Section 2.11(b).

“Contract Area” has the meaning set forth in the Operating Agreement.

“Contract Operating Agreement” has the meaning set forth in Section 3.7.

“Contribution Agreement” has the meaning set forth in the preamble.

“Curtailment” means any constraint, operational or otherwise outside of the reasonable control of the Company, on the Gathering System or any pipeline system interconnected with the Gathering System that limits, in whole or in part, the amount of gas that Company is able to receive, transport or deliver on all or part of the Gathering System.

“Deemed Tax Transfer” has the meaning set forth in Section 6.7(c).

“Defaulted Contribution” means the unpaid amount of any Capital Contribution by a Defaulting Member, together with any accrued and unpaid interest thereon calculated as set forth in Section 7.1(a).

“Defaulting Member” means a Member as to which a Funding Default has occurred and is continuing.

“Delivery Points” has the meaning in Section 3.3(a)(xxvi).

“Depreciation” means, for each taxable year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with

A-3

respect to property for such taxable year, except that (A) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the remedial allocation method pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such taxable year shall be the amount of book basis recovered for such taxable year under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2), and (B) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such taxable year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such taxable year is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Management Committee.

“Disclosing Party” has the meaning set forth in Section 10.1(a).

“Disagreeing Parties” has the meaning set forth in Section 6.5(f).

“Disagreement Notice” has the meaning set forth in Section 6.5(f).

“Dissolution Event” has the meaning set forth in Section 8.1.

“Distribution” means any distribution by the Company by means of any dividend or other payment of Profits, whether in cash, equity interests or otherwise, any payment or application of any of its assets to purchase, redeem or otherwise retire the Membership Interests held by a Member, any distribution by way of reduction of capital, split-up and liquidation or otherwise in respect of any of the Membership Interests held by such Member.

“Economic Risk of Loss” has the meaning assigned to that term in Treasury Regulation Section 1.752-2(a).

“EGEL” has the meaning set forth in the recitals.

“Electing Non-Affiliated Members” has the meaning set forth in Section 6.5(c).

“Encumber” means to pledge, charge, grant a security interest in, encumber or hypothecate the asset or property in question.

“EPC” has the meaning set forth in the recitals.

“ET Blue Grass Company” means ET Blue Grass Company, a Delaware corporation.

“Existing Agreements” means that certain Gas Gathering Agreement dated as of July 1, 1995, by and between Equitable Resources Exploration, a division of Equitable Resources Energy Company, Penn Virginia Resources Corporation, the Olin R. Prather Revocable Trust, John W. Gillespie and R. Hagan Kohler.

“First Priority Gas” has the meaning set forth in Section 2.12.

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“First Refusal Period” has the meaning set forth in Section 6.5(a).

“First Refusal Membership Interests” has the meaning set forth in Section 6.5(a).

“Fiscal Year” means the calendar year ending on December 31, subject to any shorter initial period ending on December 31 and to any shorter final period, or such other period as may be determined by approval of the Management Committee.

“Fourth Priority Gas” has the meaning in Section 2.12.

“Funding Default” means a failure by a Member to make any Capital Contribution required to be made by it pursuant to the terms of this Agreement within thirty (30) days following the due date therefor.

“Funding Member” has the meaning set forth in Section 7.2(a).

“Gathering Agreement” has the meaning set forth in Section 2.12.

“Gathering Assets” has the meaning set forth in the preamble.

“Gathering System” means the Gathering Assets along with any gathering and associated assets constructed or acquired by the Company, less any gathering or associated assets transferred or otherwise disposed of by the Company, that are owned, controlled and operated at the relevant time by the Company. The Parallel Pipeline described in Section 3.5 shall not be considered part of the Gathering System.

“Governmental Authority” means any government and/or any political subdivision thereof, including departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

“Governmental Authorizations” means any authorization, consent, approval, license, ruling, permit, certification, exemption, exoneration or registration by or with any Governmental Authority.

“Initial Report” has the meaning set forth in Section 6.5(f).

“LIBOR” means for any month, the rate per annum equal to the London Interbank Offered. Rate for one month dollar deposits as reported in The Wall Street Journal as of the first Business Day of the applicable month.

“Majority WI Member” has the meaning set forth in Section 3.6.

“Management Committee” has the meaning set forth in Section 3.1(b).

“Member” means any Person executing this Agreement as of the date of this Agreement as a Member or hereafter admitted to the Company as a Member as provided in this Agreement, but such term does not include any Person who has ceased to be a Member in the Company.

“Member Interconnect Agreement” has the meaning set forth in Section 3.5(c).

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“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treasury Regulation Section 1.704-2(i)(2).

“Member Nonrecourse Deductions” has the meaning assigned to the term “partner nonrecourse deductions” in Treasury Regulation Section 1.704-2(i)(1).

“Membership Interest” means with respect to any Member, as provided by the Act and this Agreement, (a) that Member’s status as a Member of the Company; (b) that Member’s share of the income, gain, loss, deduction and credits of, and the right to receive distributions from, the Company; (c) all other rights, benefits and privileges enjoyed by that Member in its capacity as a Member, including that Member’s rights to vote, consent and approve and otherwise to participate in the management of the Company, including through the Management Committee; and (d) all obligations, duties and liabilities imposed on that Member in its capacity as a Member, including any obligations to make Capital Contributions. The Membership Interests from time to time held by Members in the Company are set forth in Exhibit C.

“Minimum Gain” shall mean the aggregate gain, if any, that would be realized by the Company for purposes of computing income or loss with respect to each Company asset if each Company asset were disposed of by the Company in a taxable transaction in full satisfaction of all Nonrecourse Liabilities of the Company secured by such asset. Minimum Gain with respect to each Company asset shall be further determined in accordance with the rules of Treasury Regulations section 1.704-2(d) and any subsequent rule or regulation governing the determination of minimum gain. A Member’s share of Minimum Gain at the end of any Company year shall equal the aggregate Nonrecourse Deductions allocated to such Member (or its predecessors in interest) up to that time, less such Member’s (and predecessors’) aggregate share of decreases in Minimum Gain determined in accordance with Treasury Regulations section 1.704-2(g).

“Nonrecourse Deductions” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(b).

“Nonrecourse Liability” has the meaning assigned to that term in Treasury Regulation Section 1.752-1(a)(2).

“Non-Affiliated Members” has the meaning set forth in Section 6.5(a).

“Non-Cash Consideration” has the meaning set forth in Section 6.5(a).

“Non-Defaulting Member” has the meaning set forth in Section 7.1(b).

“Non-Transferor Members” has the meaning set forth in Section 6.7(a).

“Nora-T/Kentucky West Interconnect” has the meaning set forth in Section 3.3(a).

“Nora-T Line” means the pipeline depicted on Exhibit F.

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“Operating Agreement” means that certain Operating Agreement dated of even date herewith, by and between EPC and PMOG.

“Operating Member” has the meaning set forth in Section 3.2(a).

“Original LLC Agreement” has the meaning set forth in the recitals.

“Parallel Pipeline” has the meaning set forth in Section 3.5(d).

“Parties” means each of the Members and the Company.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization, state enterprise or governmental or any agency or political subdivision thereof.

“PMOG” has the meaning set forth in the recitals.

“Presenting Member” has the meaning set forth in Section 2.11(b).

“Principal Representative” has the meaning set forth in Section 3.1(b).

“Profits” or “Losses” means, for each taxable year, an amount equal to the Company’s taxable income or loss for such taxable year, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

(c) In the event the Book Value of any asset is adjusted pursuant to clause (b) or clause (c) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(d) Gain or loss resulting from any Disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

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(e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such taxable year;

(f) To the extent an adjustment to the adjusted tax basis of any property pursuant to Section 734(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(g) Any items that are allocated pursuant to the Regulatory Allocations shall not be taken into account in computing Profits and Losses, and the amounts of the items of income, gain, loss or deduction available to be allocated pursuant to the Regulatory Allocations shall be determined by applying rules analogous to those set forth in clauses (a) through (f) hereof.

“Promissory Note” means that certain note of ET Blue Grass Company, dated as of the date hereof, payable to the Company.

“Proposed Facility” has the meaning set forth in Section 2.11(b).

“Proposed Transferee” has the meaning set forth in Section 6.5(a).

“Proprietary Technology” has the meaning set forth in Section 10.6(a).

“PUHCA” means the Public Utility Holding Company Act of 2005, 16 U.S.C. § 16451, et seq., as amended from time to time.

“Receiving Party” has the meaning set forth in Section 10.1(a).

“Redirected Distribution” has the meaning set forth in Section 7.3(b).

“Regulatory Allocations” means the allocations set forth in Section 9.3.

“Representative” has the meaning set forth in Section 3.1(b).

“Second Priority Gas” has the meaning set forth in Section 2.12.

“Segmented Segment” has the meaning set forth in Section 3.6.

“Tax Amounts” has the meaning set forth in Section 9.9.

“Tax Matters Member” has the meaning set forth in Section 9.8(a).

“Tax Savings” means the actual reduction in tax liability that has been or will be realized and that would not have been realized but for the relevant Transfer.

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“Taxes” means all taxes and similar governmental charges, imposts, levies, fees and assessments, however denominated (including income taxes, business asset taxes, franchise taxes, net worth taxes, capital taxes, estimated taxes, withholding taxes, use taxes, gross or net receipts taxes, sales taxes, transfer taxes or fees, excise taxes, real and personal property taxes, ad valorem taxes, value added taxes, payroll related taxes, employment taxes, unemployment insurance, social security taxes, minimum taxes, and import duties and other obligations of the same or a similar nature), together with any related liabilities, penalties, fines, additions to tax or interest, imposed at the national, state or municipal level.

“Technical Termination” has the meaning set forth in Section 6.7(a).

“Term” has the meaning set forth in Section 2.6.

“Third Priority Gas” has the meaning set forth in Section 2.12.

“Transaction Documents” has the meaning set forth in Section 11.4.

“Transfer” means to sell, transfer or assign, distribute or otherwise dispose of the asset or property in question excluding actions to Encumber such asset or property. Notwithstanding anything to the contrary in the preceding sentence, “Transfer” shall not include any indirect transfer by change of control, merger, consolidation or reorganization.

“Transfer Notice” has the meaning set forth in Section 6.5(a).

“Transfer Price” has the meaning set forth in Section 6.5(a).

“Transferee” means a Person who has received Membership Interest by means of a Transfer.

“Transferring Party” has the meaning set forth in Section 6.5(a).

“Transferor” has the meaning as set forth in Section 6.2(b)(ii).

“Treasury Regulations” shall mean the United States Treasury Regulations promulgated pursuant to the Code.

“Unbalanced Segment” has the meaning set forth in Section 3.6.

“U.S. GAAP” means accounting principles generally accepted in the United States, as in effect from time to time; all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with U.S. GAAP; and, except as otherwise expressly provided herein, the term “U.S. GAAP” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation.

“Voting Securities” means any shares, capital stock, other securities or equity interests which ordinarily have voting power for the election of the directors, managers or other Persons performing similar functions.

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“Wider Transaction” has the meaning set forth in Section 6.5(d).

“Withdrawn Member” has the meaning set forth in Section 8.4(a).

Section 2. Interpretation. For all purposes of this Agreement, except as otherwise expressly-provided herein or unless the context otherwise requires:

(a) the terms defined in this Agreement include the plural as well as the singular and vice versa;

(b) words importing gender include all genders;

(c) any reference to an “Article,” “Section” or “Exhibit” refers to an Article or Section of, or Exhibit to, this Agreement;

(d) any reference to this Agreement refers to this Agreement, including all Exhibits and Schedules hereto, and the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Agreement and its Appendices as a whole and not to any particular Article, Section, Exhibit or other subdivision; provided, however, that none of the agreements the forms of which are attached hereto as Exhibits shall be binding on or enforceable against any Member or its Affiliates unless and until such agreements are duly executed by all of the respective parties thereto;

(e) references made to “days,” “months” and “years” refer to calendar days, months and years, respectively;

(f) any time period provided for in this Agreement which expires on a day which is not a Business Day shall expire on the next succeeding Business Day;

(g) any reference to an agreement in this Agreement means such agreement as it may be amended and restated from time to time; and

(h) “including” means “including but not limited to.”

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EXHIBIT B

CERTIFICATE OF FORMATION

[See attached.]

B-1



	The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “NORA GATHERING, LLC”, FILED IN THIS OFFICE ON THE TENTH DAY OF APRIL , A.D. 2007, AT 12:30 O’CLOCK P.M.

	[SEAL]	/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
*4331718 8100*		*AUTHENTICATION:*	*5581004*

*070416867*		*DATE :*	*04-10-07*

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 01:04 PM 04/10/2007
	FILED 12:30 PM 04/10/2007
	SRV 070416867 - 4331719 FILE

CERTIFICATE OF FORMATION

NORA GATHERING, LLC

1. The name of the limited liability company is “Nora Gathering, LLC.”

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Washington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Nora Gathering, LLC this 9th day of April , 2007.

	Equitable Gathering Equity, LLC,
	the sole member


	/s/ Jean F. Marks
	By:
	Name: Jean F. Marks
	Title: Assistant Secretary

EXHIBIT C

SCHEDULE OF OWNERSHIP

	Membership Interest
Member’s Name and Address	(expressed as a percentage)

Equitable Gathering Equity, LLC 225 North Shore Drive Pittsburgh, Pennsylvania 15212 Attention: Corporate Secretary Telephone: (412)553-5700 Telecopy: (412)553-7781	50	%

Pine Mountain Oil and Gas, Inc. 777 Main Street, Suite 800 Fort Worth, Texas 76102 Attention: Chad Stephens Telephone: (810) 817-1929 Telecopy: (810) 817-1990

With a copy to:

125 State Route 43 P.O. Box 550 Hartville, OH 44632 Attention: Jeffery A. Bynum Telephone: (330) 877-6747 Telecopy: (330) 877-2689	50	%

Total	100	%

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EXHIBIT D

FORM OF GAS GATHERING AGREEMENT FOR MEMBERS AND AFFILIATES

[See attached.]

D-1

GAS GATHERING AGREEMENT

THIS GAS GATHERING AGREEMENT (“Agreement”) is entered into this of April , 2007, by and between NORA GATHERING, LLC, a limited liability company organized under the laws of Delaware (“Gatherer”), and Equitable Energy, LLC, a limited liability company organized under the laws of Delaware (“Shipper”).

WHEREAS, Gatherer owns certain natural gas gathering lines located in the Commonwealth of Virginia;

WHEREAS, Shipper has available certain supplies of natural gas (which natural gas Shipper has purchased from one or more members of the Gatherer and such Natural Gas has been produced from wells in which one or more of such members own a working interest) which it desires to have gathered by Gatherer by use of Gatherer’s natural gas gathering lines located in the Commonwealth of Virginia;

WHEREAS, Shipper has requested that Gatherer provide gathering services for such natural gas, on behalf of Shipper, by receiving quantities of such natural gas and redelivering such quantities less the Gas Retention Percentage (as hereinafter defined) for Shipper’s account; and

WHEREAS, Shipper and Gatherer desire to set a gathering fee (with escalator) for the Shipper’s gas to be gathered pursuant to this Agreement.

NOW THEREFORE, in consideration of the premises and covenants contained herein, Gatherer and Shipper hereby agree as follows.

ARTICLE I
DEFINITIONS

For the purposes of this Agreement, the following definitions shall be applicable:

“Affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning (i) the power to direct the vote of more than fifty percent (50%) of the voting shares or other securities of such Person through ownership, pursuant to a written agreement, or otherwise or (ii) the power to direct the management and policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement, or otherwise.

“Btu” shall mean the amount of heat required to raise the temperature of one avoirdupois pound of pure water from fifty-eight and five-tenths degrees (58.5) Fahrenheit to fifty-nine and five-tenths degrees (59.5) Fahrenheit at a constant pressure of fourteen and seventy-three hundredths (14.73) Psia. Where appropriate, Btu shall mean the plural of the aforementioned definition.

“Chosen Court” has the meaning set forth in Section 13.4.

“Commencement Date” shall mean , 2007.

“Cubic feet” or “cubic foot” shall mean the volume of Natural Gas which occupies one (1) cubic foot of space at a temperature of sixty degrees (60) Fahrenheit and an absolute pressure of fourteen and seventy-three hundredths (14.73) pounds per square inch absolute.

“Day” shall mean that period of time beginning at 10:00 a.m. Eastern Prevailing Time (“EPT”) on each calendar day and ending at 10:00 a.m. EPT on the following calendar day. “Eastern Prevailing Time” or “EPT” shall mean the prevailing time (i.e. Standard Time or Daylight Savings Time) on any given day in the Eastern Time zone.

“Dth” or “Dekatherm” shall mean one million Btu.

“Dry Gas” shall mean Natural Gas containing no water vapor.

“Electric Compression Rate” shall mean the rate per Dth for compression costs described on Exhibit C.

“Electronic Measurement” shall mean that form of measurement consisting of flow computers or computerized remote terminal units, electronic transducers, and associated power, data communications and other electronic equipment to accomplish the measurement of Natural Gas and transfer of data without the use of charts or other paper recordings.

“Equivalent Quality/Quantity” shall mean that quality and quantity of Natural Gas delivered at the Point(s) of Delivery which is of similar quality and the thermal equivalent of the quantity of Shipper’s Natural Gas received at the Point(s) of Receipt, less the Gas Retention Percentage.

“GAAP” has the meaning set forth in Section 13.7(b).

“Gas” or “Natural Gas” shall mean a mixture of hydrocarbon and nonhydrocarbon gases, and shall include casinghead gas produced with crude oil, gas produced from gas wells, including coalbed methane wells, and residue gas resulting from processing both casinghead gas and gas well gas.

“Gas Retention Percentage” shall mean the percentage of Natural Gas per Dth retained by Gatherer as described on Exhibit C.

“Gathering Rate” shall mean the rate per Dth for deliveries off the Gathering System as described on Exhibit C.

“Gathering System” shall mean the pipelines and appurtenant facilities described on Exhibit D along with any gathering and associated assets constructed or acquired by Gatherer from time to time less any gathering or associated assets transferred or otherwise disposed of by Gatherer from time to time.

“Governmental Authority” shall mean any government and/or any political subdivision thereof, including departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

“Gross Heating Value” shall mean the number of Btu’s liberated by the complete combustion of constant pressure of one (1) cubic foot of Dry Gas, at a base temperature of sixty (60) degrees Fahrenheit and a referenced pressure base of fourteen and seventy-three hundredths (14.73) Psia, with air of the same temperature and pressure of the Gas, after products of combustion are cooled to the initial temperature of the Gas, and after the water of the combustion is condensed to a liquid state. The Gross Heating Value of the Gas shall be corrected for the water vapor content of the Gas being delivered; provided, however that if the water vapor content of the Gas is seven (7) pounds or less per one million (1,000,000) cubic feet, the Gas shall be deemed to be dry and no correction will be made.

“Mcf” shall mean one thousand (1,000) cubic feet of Gas.

“MMBtu” shall mean one million (1,000,000) Btu.

“Month” shall mean a period of time beginning at 10:00 a.m. EPT on the first Day of a calendar month and ending at 10:00 a.m. EPT on the first Day of the following calendar month.

“Natural Gas” has the meaning set forth in the definition of Gas.

“Notice” has the meaning set forth in Section 14.1.

“Person” shall mean any individual, corporation, partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

“Point(s) of Delivery” shall mean the point(s) at which Gatherer tenders delivery of the Natural Gas to Shipper as further described in Section 3.2.

“Point(s) of Receipt” shall mean the point(s) at which Shipper tenders and surrenders control of the Natural Gas to Gatherer as further described in Section 3.1.

“Psia” shall mean pounds per square inch absolute.

“Psig” shall mean pounds per square inch gauge.

“Unauthorized Gas” shall mean all Natural Gas introduced by Shipper, whether intentionally or otherwise, into Gatherer’s facilities which is not authorized by this Agreement.

ARTICLE II
SERVICE

2.1. Service. Subject to the terms and provisions of this Agreement and all of the General Terms and Conditions set forth on Exhibit A, Gatherer agrees to accept and receive from Shipper at the Point(s) of Receipt such quantities of Natural Gas as may be tendered by Shipper at the Point(s) of Receipt; provided, however, that Gatherer shall only be obligated to accept on any Day that quantity of Natural Gas which Gatherer determines, in its sole and reasonable discretion, it has the capacity to receive and deliver (less the Gas Retention Percentage). Gatherer shall deliver and Shipper shall accept at the Point(s) of Delivery, on a Monthly basis, an

Equivalent Quality/Quantity of Natural Gas as the quality and quantity of Natural Gas received by Gatherer for Shipper at the Point(s) of Receipt for gathering hereunder. The parties hereto acknowledge that the Natural Gas subject to this Agreement is Natural Gas that Shipper has purchased from one or more members of the Gatherer and such Natural Gas has been produced from wells in which one or more of such members own a working interest.

2.2. Conditions to Service. Gathering services will be provided hereunder subject to: (i) Gathering System capacity, as reasonably determined by Gatherer; (ii) availability of downstream or delivery point capacity; (iii) Gatherer’s terms and conditions for service as set forth herein (including but not limited to creditworthiness requirements); and (iv) force majeure as set forth in Article XI. Gatherer shall not be required to perform service hereunder should Shipper fail to comply in any material respect with any provision of this Agreement.

2.3. Commingling of Natural Gas. From the time any Natural Gas is received by Gatherer at the Point(s) of Receipt, Gatherer shall have the right to commingle such Natural Gas with other Natural Gas in the Gathering System. Shipper expressly acknowledges and agrees that the Natural Gas it receives at the Point(s) of Delivery may be different molecules of Natural Gas from those it is delivered at the Point(s) of Receipt but Gatherer agrees such Natural Gas that is delivered to Shipper at the Point(s) of Delivery shall be of Equivalent Quality/Quantity to the Natural Gas received by Gatherer from Shipper at the Point(s) of Receipt.

ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY

3.1. Point(s) of Receipt. The Point(s) of Receipt for all Gas to be gathered hereunder shall be the inlet flange of each meter set forth on Exhibit B, as amended from time to time.

3.2. Point(s) of Delivery. The Point(s) of Delivery for all Gas gathered hereunder shall be the tap and measurement station(s) as set forth on Exhibit B.

3.3. Gatherer’s Facilities. Gatherer shall have no obligation to construct, modify, improve, alter or relocate any of its facilities to provide service under this Agreement. Nothing in this Agreement shall prohibit Gatherer in its sole discretion from abandoning any portion of its facilities, installing compression, or constructing, maintaining or otherwise undertaking, or not undertaking, any operations in connection with its facilities.

ARTICLE IV
RATES

4.1. Rate. In consideration for services rendered under this Agreement, Shipper shall pay to Gatherer each Month during the term of this Agreement the Gathering Rate specified on Exhibit C and any other amounts expressly contemplated to be paid by Shipper pursuant to this Agreement. Should Gatherer be assessed a fee by any downstream transporter or incur any other expense (in each case) attributable to Shipper’s Gas (including any fees associated with processing the Gas), Shipper shall reimburse Gatherer the full amount of such fee or expense. Gatherer may elect to invoice Shipper separately for such fee or expense, or may make an appropriate deduction from the quantity of Gas delivered to Shipper at the Point(s) of Delivery (being the same quantity of gas deducted by the downstream transporter for such fee or expense).

4.2. Relocation. Gatherer, from time-to-time, may relocate certain of its facilities due to the activities of third Persons or for legal or operational necessity and convenience. Gatherer may increase its rate(s) as a result thereof in accordance with Section 4.3.

4.3. Adjustment of Rates and Charges. The rates, charges and fees memorialized pursuant to Exhibit C to this Agreement are subject to adjustment as set forth on such Exhibit.

ARTICLE V
NOMINATION, SCHEDULING AND RECONCILIATION
OF RECEIPTS AND DELIVERIES

5.1. Shipper shall be responsible for submitting nominations, where applicable, for the quantity of Natural Gas tendered by Gatherer to Shipper at the Point(s) of Delivery, to the entity downstream of the Point(s) of Delivery that will physically receive the Natural Gas at that point(s). All nominations must be confirmed by Gatherer and the downstream transporter that will physically receive the Natural Gas before Gatherer will schedule the service. In the event that Shipper’s nomination requires adjustment by Gatherer, Gatherer shall advise Shipper of its revised nomination and Shipper shall adjust its production to the extent necessary to comply with the revised nomination provided by Gatherer.

5.2. Where transporters downstream of the Point(s) of Delivery require Gatherer to submit a predetermined allocation in order to schedule receipt of gathered volumes into the system(s) of such transporters, Gatherer will base such predetermined allocations on the actual measured quantities it has received for deliveries to such transporters. In the event that Shipper’s predetermined allocation requires adjustment by Gatherer, Gatherer shall advise Shipper of its revised allocation and Shipper shall adjust its deliveries to the extent necessary to comply with the revised allocation provided by Gatherer.

5.3. Gatherer reserves the right to upwardly or downwardly adjust Shipper’s nominations to the extent Gatherer determines that Shipper’s nominations vary materially from Shipper’s actual tenders of Gas.

5.4. Reserved.

5.5. Gatherer is not required to schedule any receipts and/or deliveries of Gas until Shipper has executed this Agreement and has submitted an accurate and complete nomination for the period of time in question.

5.6. Shipper is solely responsible for the accuracy of its nominations. Gatherer makes no representation or guarantee that Shipper’s nominations are correct.

5.7. Subject to the other provisions hereof, the nomination accepted by Gatherer, as it may have been revised, shall represent the maximum quantity of Natural Gas eligible for service hereunder by Gatherer during the period for which the nomination was accepted or until Shipper submits a new nomination that is accepted by Gatherer. Submission of any new nomination must be consistent with the provisions of this Article V. If Shipper desires to increase its nomination during a Month, Shipper shall give Gatherer at least one (1) Day advance notice unless such notice is waived by Gatherer in its sole discretion.

5.8. On or about the twenty-fifth Day of each delivery Month, Gatherer will determine actual measured flows into and out of the Gathering System, and issue an allocation statement to Shipper. To the extent such allocation statement indicates a discrepancy between Shipper’s scheduled volumes and Shipper’s actual volumes for such Month, Shipper shall adjust current and/or future nominations to eliminate such discrepancy and/or Gatherer shall make the necessary adjustment(s) to eliminate such discrepancy.

ARTICLE VI
RECEIPT AND DELIVERY PRESSURES

6.1. Gatherer’s Operating Pressures. Gatherer shall not be required to operate the Gathering System at pressures in excess of its operational preference. In no event will Gatherer operate the Gathering System at pressures in excess of its maximum allowable operating pressure, as such pressure may change from time to time: Gatherer shall not be required to install or be prohibited from installing compression in order to receive, gather or redeliver Gas.

6.2. Maximum Allowable Working Pressure. Notwithstanding any other provisions of this Agreement, Shipper shall never deliver Gas at a pressure that exceeds the maximum allowable working pressure(s) as determined solely by Gatherer.

6.3. Shipper’s Compression. Shipper shall make deliveries to Gatherer against the prevailing pressures in Gatherer’s Gathering System. Gatherer shall not be obligated to maintain line pressure or to lower line pressure by additional compression or otherwise. Except as specifically permitted under any valid interconnect agreement between Gatherer and an interconnecting party relating to Shipper’s Gas, Shipper shall not compress such deliveries, or cause such Gas deliveries to be compressed. Gas compressed without Gatherer’s authorization shall be deemed Unauthorized Gas and shall be subject to Section 10.2 of this Agreement.

6.4. Overpressure Protection. As between Shipper and Gatherer, Gatherer is completely and solely responsible for the installation and maintenance of overpressure protection equipment of pipeline(s), valve(s) and other interconnection equipment.

ARTICLE VII
TERM

7.1. Term. The term of this Agreement shall commence on the Commencement Date, regardless of when executed, and shall continue for a term of ten (10) years (the “Initial Term”). Unless either party provides not less than sixty (60) Days prior written notice to the other party on or before the expiration of the Initial Term, or if applicable the anniversary date of the Initial Term, the term of this Agreement shall be automatically extended for additional one-year periods.

7.2. Effect of Governmental Action. It is understood that performance hereunder shall be subject to all rules and regulations of Governmental Authorities having jurisdiction or control over the matters related hereto. If at any time during the term hereof any Governmental Authority shall take any action which is, with respect to or as a result of the gathering services provided for under this Agreement, designed to subject or otherwise subjects Gatherer or the Gathering System or any of Gatherer’s related facilities to any greater or different regulation or

jurisdiction than that existing on the date of initial delivery of Gas hereunder, then, upon written notice to Shipper, Gatherer may initiate renegotiations with Shipper to revise the affected provisions of this Agreement prior to the effective date of such governmental action. Should parties be unable to reach an agreement within thirty (30) Days of such notice, either party may terminate this Agreement upon thirty (30) Days written notice.

ARTICLE VIII
BILLINGS AND PAYMENTS

8.1. Billing and Payment. Gatherer shall render to Shipper on or about the twenty-fifth Day of each Month a statement of the total quantities of Gas received from Shipper and delivered to Shipper during the preceding Month, together with a bill for the amount due under this Agreement for service during such period. Shipper shall pay Gatherer within ten (10) Days after receipt of Gatherer’s invoice. Shipper shall be deemed to receive the invoice in accordance with the timelines established in Section 14.3 of this Agreement for notices. If the payment date falls on a Saturday, Sunday or legal holiday, payment shall be due and payable on the next business Day. On an annual basis, Shipper shall have the right to conduct an audit of the cost of service supporting the rates assessed by Gatherer. Shipper shall provide Gatherer 60 days advanced notice of the audit including a preliminary list of information requests. The audit will be conducted at Shipper’s Pittsburgh offices, limited to the most recent twenty-four (24) months of data available and conducted in accordance with generally accepted auditing practices.

8.2. Verification of Actual Receipts. If verification of quantities received is not available at the time the invoice is issued, adjustments for actual receipts shall be reflected on the next invoice issued after such confirmation.

8.3. Failure to Make Timely Payments. Should Shipper fail to make timely payment of all invoiced amounts, interest shall accrue on the unpaid amounts and shall be payable immediately. All unpaid amounts shall accrue interest on a daily basis at the prime rate of interest published under “Money Rates” by The Wall Street Journal, Eastern edition, plus two percent (2%), but in no event shall interest due hereunder exceed the maximum rate permitted by law. If Shipper becomes delinquent by ten (10) Days in the payment of any invoice, Shipper shall provide adequate assurance of payment to Gatherer within two (2) business Days of the date of written notice of the delinquency; provided, however, that Shipper, in good faith, may dispute the amount of any such invoice or any part thereof and within such two (2) Day period if it (a) pays to Gatherer such amounts as Shipper concedes to be correct and (b) provides a standby irrevocable letter of credit, a prepayment, a security interest in an asset acceptable to the Gatherer or a guaranty by a creditworthy entity, acceptable to Gatherer in Gatherer’s sole opinion, to secure payment of the remainder of the invoiced amount. If the parties are unable to reach an agreement regarding the disputed amount, any resort to legal process shall be commenced within twenty-four (24) Months after the disputed amount is claimed to be due or shall thereafter be forever barred.

8.4. Refund. In the event any overcharge or undercharge in any form whatsoever shall be found within twenty-four (24) Months from the date a billing or measurement discrepancy occurs, the appropriate party shall refund the amount of overcharge or pay the amount of undercharge within thirty (30) Days after the final determination of the amount overcharged or

undercharged has been made. Any overcharge or undercharge, for which no claim has been made within twenty-four (24) Months, shall be deemed waived by both parties.

ARTICLE IX
WARRANTIES AND INDEMNIFICATION

9.1. Warranty of Title. Shipper warrants that it will, at the time of delivery of Gas to Gatherer under this Agreement and throughout the period prior to redelivery thereof, have good and merchantable title to, or good right to deliver and receive, all Gas so delivered by Shipper at the Point(s) of Receipt and that the Gas shall be free and clear of all liens, encumbrances or adverse claims of any kind.

9.2. Warranty of Eligibility for Gathering. Shipper warrants that it shall have all legal rights and title necessary to deliver all Gas delivered to Gatherer for gathering hereunder; that it shall comply in all material respects with all applicable laws, rules, regulations or orders of any Governmental Authority having jurisdiction and all rules, terms and conditions of Gatherer set forth herein and that at the time of such deliveries, Shipper has complied in all material respects with all provisions of this Agreement.

9.3. Shipper Indemnification. Shipper agrees to indemnify and hold harmless and provide defense for Gatherer, its officers, directors, members, Affiliates, agents, employees and contractors against any liability, loss, cost, or damage whatsoever (including, without limitation, claims for royalties, taxes, fees or other charges) occurring in connection with or relating in any way to (i) breach of this Agreement by Shipper; (ii) the negligence or other tortious act(s) or omission(s) by Shipper, its officers, directors, members, Affiliates (other than Gatherer), agents, employees or contractors; (iii) the Natural Gas prior to its delivery to Gatherer at the Point(s) of Receipt and after its redelivery at the Point(s) of Delivery; and/or (iv) the Natural Gas to the extent the claim, liability, or damage arises as a result of the quality of the Natural Gas delivered by Shipper or other condition of the Natural Gas. Such indemnification shall include, but not be limited to, all costs and attorneys’ fees, whether or not such liability, loss, cost, or damage results from any demand, claim, action, cause of action, or suit brought by Shipper or by any other Person, that is not a party to this Agreement.

9.4. Liability. Neither Gatherer nor Shipper, nor their respective officers, directors, partners, members, agents, employees, Affiliates or successors or assigns shall be liable to the other party or its officers, directors, agents, employees, Affiliates or successors or assigns for claims for incidental, special, indirect, punitive or consequential damages of any nature connected with or resulting from performance or non-performance of this Agreement, including, without limitation, claims in the nature of lost revenues, income or profits (other than payments specifically provided for and properly due under this Agreement) irrespective of whether such claims are based upon warranty, negligence, strict liability, contract, operation of law or otherwise.

ARTICLE X
POSSESSION AND CONTROL

10.1. Possession and Control. As between Shipper and Gatherer, Shipper shall be deemed to be in control and in possession of the Gas prior to such Gas being received by Gatherer at the Point(s) of Receipt and shall be responsible for any damages, losses or injuries caused thereby until the Gas shall be received by Gatherer at the Point(s) of Receipt except for injuries or damages which have been occasioned solely and proximately by the negligence of Gatherer. Gatherer shall be in control and in possession of the Gas subsequent to such Gas being received by Gatherer at the Point(s) of Receipt and shall be responsible for any damages, losses or injuries caused thereby until the same shall have been redelivered to Shipper or its designee at the Point(s) of Delivery, except for injuries or damages which have been occasioned by the negligence of Shipper or its designee or by the quality of the Gas or other condition of the Gas outside of the control of Gatherer, and except as otherwise set forth herein.

10.2. Unauthorized Gas. Upon the detection of Unauthorized Gas on any of Gatherer’s Gathering System, Gatherer may issue notice of the Unauthorized Gas, directing all responsible parties to either obtain authority for the introduction of such Gas or to remove it from the Gathering System within forty-eight (48) hours. Gatherer will make reasonable efforts to provide direct written or telecopied notice to Shipper of such Unauthorized Gas delivered by Shipper into the Gathering System. In the event Shipper fails to either obtain authority for the introduction of such Gas or to remove it from the Gathering System, Gatherer may, at its sole discretion, avail itself of any one of the following options:

(a) Confiscate the Gas at no cost to Gatherer;

(b) Impose a penalty of twenty-five dollars ($25.00) per MMBtu of Unauthorized Gas; or

(c) Purchase the Unauthorized Gas at seventy-five percent (75%) percent of the Spot Market Price per Dekatherm. “Spot Market Price”, for purposes of this Section, shall mean the price per Dekatherm reported by Platt’s Inside FERC’s Gas Market Report, under the heading Prices for Spot Gas Delivered to Pipelines, for the delivery location (i) into which Shipper’s Gas is delivered or (ii) which is most proximate to the Point(s) of Delivery, for the first Day of the Month immediately succeeding the Month in which Gatherer discovers that Shipper has been introducing Unauthorized Gas into the Gathering System.

ARTICLE XI
FORCE MAJEURE

11.1. If either Gatherer or Shipper is rendered unable, wholly or in part, by force majeure to perform or comply with any obligation or condition of this Agreement, such obligation or condition shall be suspended during the continuance from inception of the inability so caused and such party shall be relieved of liability and shall suffer no prejudice for failure to perform the same during such period; provided the obligation to make payments shall not be suspended and the cause for suspension (other than strikes and lockouts) shall be remedied so far

as possible with reasonable dispatch. The party suffering any such force majeure shall give notice and reasonably full particulars to the other party as soon as reasonably possible upon the occurrence of such event. Settlement of strikes and lockouts shall be wholly within the discretion of the party having difficulty. The term “force majeure” shall include, without limitation, the following: acts of God, the public enemy, fire, freezes, floods, storms, accidents, breakdowns of pipeline or equipment, planned or unplanned facility repairs, lack of capacity by any third party pipeline transporter to transport Gas, failures or freezing of wells, strikes, and any other industrial, civil, or public disturbance, the inability to obtain materials, supplies, permits or labor, and any laws, orders, rules, regulations, acts or restraints of any Government Authority, civil or military, and any other cause, whether of the kind enumerated or otherwise, not reasonably within the control of the party claiming force majeure. Notwithstanding any other provision, Gatherer shall not be under any obligation to repair or replace pipelines, equipment or other facilities.

ARTICLE XII
INTERRUPTION OF SERVICE

12.1. Interruption. Gatherer shall have the right to interrupt service in whole or in part on all or a portion of its Gathering System from time to time for reasons of force majeure or when necessary, in Gatherer’s reasonable judgment, to meet its Gathering System operating requirements or other service obligations. Partial interruptions shall be implemented on a pro rata basis based upon actual measured receipt quantities from prior Months.

12.2. Interruption Compliance. Gatherer will provide reasonable notice to Shipper of such interruption orders and Shipper shall within twenty-four (24) hours, or such lesser time as is required to protect the integrity of the Gathering System, reduce its tenders or takes in compliance with the interruption orders. If Shipper fails to reduce its tenders or takes, in addition to all other remedies, Gatherer may take such action as necessary to reduce the tenders or takes without further notice to Shipper.

12.3. Situation Reports and Notices.

(a) Gatherer shall provide notice of interruption to Shipper at a time and in a manner that is reasonably prudent under then existing conditions, and shall in any event confirm in writing the notice given if originally provided telephonically.

(b) Shipper shall have the responsibility to inform its suppliers, other transporters and all others involved in the transaction about any interruption.

ARTICLE XIII
MISCELLANEOUS

13.1. Regulatory Bodies. This Agreement shall be subject to all applicable federal, state and local laws, rules and regulations of any Governmental Authority having jurisdiction, subject to Section 7.2 of Article VII.

13.2. Modification. Except as otherwise contemplated by Section 4.3 of Article IV, any modification of terms or amendment of provisions of this Agreement shall become effective only by supplemental written agreement between the parties.

13.3. Waiver. No waiver by Gatherer of any default of Shipper under this Agreement shall operate as a waiver of any future default, whether of a like or different character.

13.4. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. Each of the parties agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Federal Court for the Western District of Virginia (the “Chosen Court”) and, solely in connection with claims arising under this Agreement or the transactions contemplated hereby, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court, and (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over it. The foregoing consents to jurisdiction shall not constitute general consents for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the parties.

13.5. Assignment. Any Person which shall succeed by purchase of all or substantially all the properties of Gatherer or of Shipper, as the case may be, shall be entitled to the rights and shall be subject to the obligations of its predecessor in title under this Agreement, subject to the restriction below. Either party may, without relieving itself of its obligations under this Agreement, assign any of its rights hereunder to an Affiliate of such party. Except to an Affiliate, Shipper shall not assign this Agreement or any of the rights or obligations hereunder without first obtaining the consent thereto in writing from Gatherer, which consent shall not be unreasonably withheld, conditioned or delayed.

13.6. Cancellation of Prior Contracts. When this Agreement becomes effective, it supersedes and cancels as of the Commencement Date any contract or other agreement or arrangement held by Shipper for the gathering or transportation of Gas purchased from any member of Gatherer on the Gathering System.

13.7. Creditworthiness of Shipper.

(a) Subject to the provisions of paragraphs (b) and (c) immediately below, Gatherer shall not be required to commence service or to continue to perform service on behalf of Shipper if Shipper (i) is or has become insolvent, (ii) has applied for bankruptcy under Chapter 11 of the Bankruptcy Code or is subject to similar proceedings under state or federal law, (iii) fails, in Gatherer’s reasonable judgment, to demonstrate minimal creditworthiness for all or any part of the service requested, based upon Gatherer’s consideration of available data (including but not limited to Shipper’s past payment history, financial statements, Shipper’s or its parent company’s reports filed with the Securities and Exchange

Commission or other public agency, and credit reports) or (iv) is in arrears for any payments under this Agreement or any other agreement with Gatherer.

(b) In connection with an initial request for service, request for additional service, or any re-evaluation of creditworthiness, Shipper shall provide to Gatherer (i) a bank reference and at least two (2) trade references; (ii) confirmation in writing that it is not operating under any state or federal bankruptcy or receivership laws; (iii) its most recent audited financial statements; (iv) confirmation in writing that Shipper is not in default on its indebtedness or payment obligations; and (v) a list of owners and/or shareholders. In addition, Gatherer may require the following: (A) audited financial statements; (B) annual reports; (C) a list of affiliates, parent companies, and subsidiaries; (D) publicly available information from credit reports of credit and bond rating agencies; (E) private credit ratings, if obtained by the Shipper; (F) bank references; (G) additional trade references; (H) a statement of legal composition; (I) a statement of length of time business has been in operation; (J) most recent filed statements with the Securities and Exchange Commission (or an equivalent authority) or such other publicly available information; (K) for public entities, the most recent publicly available interim financial statements, with an attestation by its Chief Financial Officer, Controller, or equivalent (CFO) that such statements constitute a true, correct, and fair representation of financial condition prepared in accordance with generally accepted accounting principles (“GAAP”) or equivalent; (L) for non-public entities, including those that are state-regulated utilities: (i) the most recent available interim financial statements, with an attestation by its CFO that such statements constitute a true, correct, and fair representation of financial condition prepared in accordance with GAAP or equivalent; (ii) an existing sworn filing, including the most recent available interim financial statements and annual audited financial reports filed with the respective regulatory authority, showing the Shipper’s current financial condition; (M) for state-regulated utility and local distribution companies, documentation from their respective state regulatory commission (or an equivalent authority) of an authorized Gas supply cost recovery mechanism which fully recovers both Gas commodity and transportation capacity costs and is afforded regulatory asset accounting treatment in accordance with GAAP or equivalent; and (N) such other information as may be mutually agreed to by the parties.

Shipper shall provide notice to Gatherer within two (2) Days if Shipper defaults on its indebtedness, restates its financials, or is in default of any other payment obligations.

(c) Gatherer may require Shipper to provide financial data necessary to demonstrate creditworthiness at any time. If Shipper fails to provide such data within ten (10) Days from the date of the request, Gatherer may treat Shipper as being uncreditworthy and suspend service until Shipper provides adequate assurance of payment.

(d) Gatherer may require adequate assurance of payment at any time Gatherer has grounds for insecurity of payment or performance hereunder. Shipper may receive or continue to receive service if it provides adequate assurance of payment for service within two (2) Days after the date of written demand by Gatherer or such shorter period of time as is reasonable under the circumstances. Gatherer may immediately suspend service to any Shipper failing to timely provide adequate assurance of payment and subsequently terminate this Agreement if adequate assurance of payment is not provided.

(e) The type of adequate assurance required by Gatherer, in its discretion, may include:

(i) a deposit with Gatherer;

(ii) advance payment for service, in a continuing nature, in an amount equal to the cost of performing gathering service hereunder for a one (1) Month advance period based on the prior Month’s actual measured receipt quantities hereunder;

(iii) an irrevocable letter of credit from a creditworthy financial institution;

(iv) a guarantee from a creditworthy entity; or

(v) any other form of adequate assurance acceptable to Gatherer.

(f) The amount of adequate assurance (other than prepayments) shall be equal to three (3) Months of performing service hereunder at the maximum contractual level plus, at Gatherer’s discretion, the value of Gas associated with Shipper’s highest negative imbalance during the preceding twelve (12) Months, or, if there has been no negative imbalance, ten percent (10%) of Shipper’s actual measured receipt quantities under this Agreement for the preceding twelve (12) Months.

(g) Gatherer may at any time re-evaluate the creditworthiness of Shipper and demand adequate assurance of payment or additional assurances of payment.

(h) In the event of a default in payment of any amounts due from Shipper or failure to make up a negative imbalance on a timely basis, Gatherer may liquidate or draw upon the financial assurance in order to satisfy the Shipper’s obligations and require Shipper to replace the liquidated or drawn-upon funds in order to continue receiving service.

(i) Failure of Gatherer to demand adequate assurance or financial security or to otherwise suspend performance of this Agreement or assert any rights hereunder shall not be deemed as a waiver of any rights hereunder or prevent Gatherer from later asserting it rights whether related to the same, future or similar circumstances.

13.8. No Third Party Beneficiary. It is expressly understood that there is no third party beneficiary to this Agreement, and that the provisions of this Agreement do not create enforceable rights in anyone who is not a party or a successor or assignee of a party hereto.

13.9. Failure to Comply. If Shipper fails to comply in any material respect with any provision of this Agreement, Gatherer, upon notice to Shipper, may refuse to accept Gas from Shipper and/or may refuse to deliver Gas to Shipper until Shipper has fully complied in all material respects with the terms of this Agreement.

13.10. Counterparts. This Agreement may be signed in counterpart, each of which shall constitute an original and together which shall constitute one and the same Agreement

13.11. Entire Agreement. This Agreement along with its Exhibits, which are attached to and hereby incorporated into and made an integral part of this Agreement, represents the entire agreement between the parties hereto, and there are no other written, oral or implied or other representations, indemnifications or understandings of any kind whatsoever.

13.12. No Duplicative Activities/Charges. Gatherer and Shipper acknowledge that Gatherer has interconnect agreement(s) with the seller(s) of the Gas that Shipper is transporting hereunder. To the extent that any provision of this Agreement overlaps with the provisions of such interconnect agreement(s) and Gatherer has required the party to such agreement to perform some activity or to pay for an expense thereunder, Gatherer shall not require Shipper to perform the same activity hereunder nor shall Gatherer charge the same expense to Shipper hereunder.

ARTICLE XIV
NOTICES

14.1. Notices. Any notice, request, statement or correspondence provided for in this Agreement (“Notice”) shall be in writing and delivered to the physical addresses shown below or at such other addresses or numbers as may be hereafter furnished by one party to the other party in writing.

14.2. Manner of Delivery. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered.

14.3. Receipt of Notices. Notice shall be given when received on a business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party’s receipt of its facsimile machine’s confirmation of successful transmission. If the Day on which such facsimile is received is not a business Day or is after 5:00 p.m., on a business Day, then such facsimile shall be deemed to have been received on the next following business Day. Notice by overnight mail or courier shall be deemed to have been received on the next business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered five (5) business Days after mailing.

Gatherer:

Nora Gathering, LLC

c/o Equitable Gathering Equity, LLC

225 North Shore Drive

Pittsburgh, Pennsylvania 15212

Attention: TBD

Telephone: 412-395-xxxx

Facsimile: 412-395-xxxx

Shipper:

[NAME]

[ADDRESS]

[CITY, STATE & ZIP CODE]

[CONTACT PERSON]

Telephone:

Facsimile:

ARTICLE XV
GENERAL TERMS AND CONDITIONS

15.1. General. Should there exist any conflict or discrepancy between anything contained in the main body of this Agreement and anything contained in Exhibit A, the General Terms and Conditions, the provisions in the main body of this Agreement shall at all times and in all cases govern and control.

THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the Day and year first above written.

EQUITABLE ENERGY, LLC			NORA GATHERING, LLC

			By: Equitable Gathering Equity, LLC, its Operating Member


By:			By:
Name:			Name:
Title:			Title:
Date:			Date:

Signature Page to Gas Gathering Agreement

EXHIBIT A
GENERAL TERMS AND CONDITIONS

Attached to and made a part of the Gas Gathering Agreement, dated as of the day of , 20 , between Nora Gathering, LLC and Equitable Energy, LLC.

ARTICLE I

QUALITY OF GAS

1.1 Specifications.

(a) Subject to Section 1.2 Processing below, all Natural Gas delivered by Shipper and received by Gatherer hereunder shall at all times conform to the gas quality and heat content standards established by the applicable downstream receiver or transporter, and such other gas quality heat content standards as Gatherer may reasonably impose. In the event that the downstream receiver or transporter of the Natural Gas is subject to a valid FERC Gas Tariff, the Natural Gas delivered by Shipper and received by Gatherer shall at all times conform to the quality provisions of such FERC Gas Tariff, which provisions are incorporated herein by reference. Shipper shall indemnify Gatherer and save it harmless from all suits, actions, damages, losses and expenses (including attorneys’ fees) arising out of the Gas failing to conform to such quality provisions.

(b) Gatherer will have the right to collect from all Shippers their pro rata share of the cost of any additional Gas analysis and quality control equipment which Gatherer determines should be installed at particular Point(s) of Receipt or Point(s) of Delivery to monitor the quality of Gas delivered.

(c) Gatherer shall have the right to test any well or Point(s) of Receipt from which Gas is tendered to Gatherer for service, to ensure that the Gas produced meets the quality specifications.

(d) Gatherer, in its sole discretion, will have the right to sample and analyze annually, at Shipper’s expense, Gas received from Shipper. Subsequent samples during any one year period would be at Shipper’s expense only if: (i) Gatherer determines that there are significant quantity increases at the Point(s) of Receipt; (ii) the subsequent Btu analysis results in the recognition of a heating value different than the recognized value at the Point(s) of Receipt; and/or (iii) the sample analysis determines that the quality is not acceptable. In the case of (iii), Shipper will pay for subsequent sampling until and including such time that a sample reveals the Gas to be acceptable.

1.2 Processing.

(a) Gatherer may remove moisture, impurities, helium, natural gasoline, butane, propane, and any other hydrocarbons except methane from Gas delivered into its system prior to redelivery of Gas for Shipper in order to satisfy the quality standards of downstream transporters or quality standards and provisions as Gatherer may impose. Gatherer may subject, or permit the subjection of, the Gas to compression, cooling, cleaning and other processes.

(b) If Shipper’s Gas must be processed in order to meet the Gas quality standards and provisions of the applicable downstream receiver or transporter and such other quality standards and provisions as Gatherer may impose, then Shipper must have entered into a separate agreement with the owner/operator of the applicable processing plant(s) on the system. Absent proof of such an agreement, Gatherer shall not be obligated to gather Shipper’s Gas. At Gatherer’s sole option, it may elect to gather Shipper’s Gas and to process the Gas, at Shipper’s expense, in order to meet the Gas quality standards and provisions of the applicable downstream receiver or transporter and such other quality standards and provisions as Gatherer may impose.

1.3 Nonconforming Gas. As to the Gas which cannot meet the specifications set out above, Gatherer, in its sole discretion, shall have the option to:

(a) Refuse to accept delivery of such Gas. In the event Shipper cannot correct such deficiency within a reasonable time, Gatherer shall have the right to terminate this Agreement with respect to Point(s) of Receipt of such nonconforming Gas upon giving Shipper prior written notice; or

(b) Accept delivery of such Gas and elect to process the Gas or take other actions needed in order for the Gas to meet the specifications set out above, at Shipper’s sole cost. Gatherer’s acceptance of Gas that does not conform to the quality specifications stated above shall not constitute a waiver of such specifications by Gatherer in regard to Gas delivered or redelivered under this Agreement in the future, nor shall acceptance without an express written waiver constitute a waiver of any claim for damages resulting from delivery of Gas not meeting such specifications.

ARTICLE II

MEASUREMENT AND FACILITIES

2.1 Facilities. The parties acknowledge that Gatherer shall install, operate, and maintain facilities to measure the Gas at the Point(s) of Receipt and Point(s) of Delivery and that all or some of such facilities may not be in existence as of the date of execution of this Agreement. If it is necessary to install any facilities in order to receive and measure Gas to be tendered to Gatherer at the Point(s) of Delivery, then Shipper agrees to reimburse Gatherer for all its costs of all material, labor, overhead, and loss of Gas incurred by Gatherer in connection with

the installation of facilities. All such facilities shall be deemed to be the personal property of Gatherer, whether or not affixed to the realty, and shall at all times be subject to the absolute control and disposition of Gatherer. At any time after the termination of this Agreement, Gatherer shall have the right to remove its facilities. Shipper shall be solely responsible for and shall bear the full costs of getting the Gas to the Point(s) of Receipt for gathering under this Agreement.

2.2 Measurement Equipment. Gatherer shall designate the type of measuring equipment that shall be utilized and be the operator of the measurement facilities. Shipper may install, maintain and operate, at its sole cost and expense, check measuring equipment; provided, however, that such equipment shall be installed in a manner that will not interfere with the operation of the other party’s measuring equipment.

2.3 Orifice Meters. Orifice meters installed at any measurement site shall be constructed and operated in accordance with American National Standard Institute (“ANSI”) standards, American Petroleum Institute (“API”) 2530, American Gas Association (“AGA”) AGA Report No. 3, Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent modifications and amendments thereto, and shall include the use of flange connections and, where necessary, straightening vanes, temperature correcting devices and pulsation dampening equipment.

2.4 Positive Displacement Meters. Positive Displacement Meters installed at any measurement site shall be constructed and operated in accordance with provisions of AGA Measurement Committee Report No. 6 (AGA Report No. 6) dated January 1971, and any subsequent amendment or revisions thereof.

2.5 Turbine Meters. Turbine Meters installed at any measurement site shall be constructed and operated in accordance with the provisions of AGA Measurement Committee Report No. 7 (AGA Report No. 7), First Revision, dated November 1984, and any subsequent modifications and amendments thereof.

2.6 Electronics. When and where electronic equipment and flow computers are used, the Gas may have its volume, mass and/or energy content determined and computed in accordance with the applicable AGA Standards including, but not limited to, AGA Report Nos. 3, 5, 6, and 7 and any subsequent modifications and amendments thereto.

2.7 Notice. Gatherer shall give reasonable notice to Shipper in order that Shipper may have representatives present to observe any installing, reading, cleaning, changing, repairing, inspecting, testing, calibrating, or adjusting of Gatherer’s measuring equipment used in measuring or checking the measurement of receipts or deliveries of Gas under this Agreement. The official charts (recordings) from such measuring equipment shall remain the property of Gatherer, but upon request Gatherer will make the records and charts, together with calculations therefrom, available to Shipper for inspection and verification.

2.8 Testing and Calibration.

(a) Gatherer shall have the right, at any time, to verify the accuracy of and to adjust and calibrate all recording devices used in the measurement of Gas

hereunder. Shipper may request a special test be performed as described in Section 2.9 below.

(b) If during any test of the measuring equipment, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly flow rate through each meter set in excess of two percent (2%) of the correct flow rate (whether positive or negative and using the correct flow rate as the percent error equation denominator), then any previous recording of such equipment shall be corrected to zero error in computing deliveries for any period during which the error existed (and which is either known definitely or agreed to by both parties) and the total flow for the period predetermined in accordance with the provisions of Section 2.10 below. If the period of error cannot be determined or agreed upon between the parties, such correction shall be made over a period extending over the last one-half (1/2) of the time elapsed since the date of the latest test, not exceeding a correction period of six (6) Months.

(c) If, during any test of the measuring equipment, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly flow rate which does not exceed two percent (2%) of the adjusted flow rate (as described in part (b) of this Section), all prior recording shall be considered to be accurate for quantity determination purposes.

(d) All equipment shall, in any case, be adjusted at the time of the test to record correctly.

2.9 Special Test. In the event Shipper desires a special test (a test not scheduled by Gatherer under the provisions of Section 2.8 above) of any measuring equipment, seventy-two (72) hours advance notice, in writing, shall be given to Gatherer and both parties shall cooperate to secure a prompt test of the accuracy of such equipment. If the measuring equipment tested is found to fall under the provisions of Section 2.8(c) above or if an inspection of the primary measurement equipment indicates no problems, Gatherer shall have the right to bill Shipper for the cost of such special test including any labor, gathering and other costs pertaining to such special test and Shipper shall pay such costs.

2.10 Measuring Adjustment. If, for any reason, any measurement equipment is (i) out of adjustment, (ii) out of service, or (iii) out of repair and the total calculated hourly flow rate through each meter set is found to be in error by an amount of the magnitude described in Section 2.8(b) above, the total quantity of Gas delivered shall be determined by Gatherer in accordance with the first of the following methods which is, in Gatherer’s sole opinion, feasible:

(a) by using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as described in Section 2.8 above);

(b) where parallel multiple meter sets exist, by calculation using the registration of such parallel meter sets; provided that they are measuring Gas from upstream and downstream headers in common with the faulty metering

equipment, are not controlled by separate regulators, and are accurately registering;

(c) by correcting the error by re-reading of the official charts, or by straightforward application of a correction factor to the quantities recorded for the period (if the net percentage of error is ascertainable by calibration, tests or mathematical calculation); or

(d) by estimating the quantity, based upon deliveries made during periods of similar conditions when the meter was registering accurately.

The estimated readings or deliveries so determined shall be used in determining the quantities of Gas delivered for any known or agreed upon applicable period. In case the period is not known or agreed upon, such estimated deliveries shall be used in determining the quantities of Gas delivered hereunder during the latter half of the period from the date of the immediately preceding test to the date the measuring equipment has been adjusted to record accurately. The recordings of the measuring equipment during the first half of said period shall be considered accurate in computing deliveries.

2.11 Measurement Corrections. If an error is discovered in the measured quantities, such error shall be adjusted within thirty (30) Days of the determination thereof; provided, however, that any claim for adjustment shall be made within twenty-four (24) Months of the production Month in which the claimed error occurred. Such time limits shall not apply in the case of a deliberate act of omission or misrepresentation, or mutual mistake of fact.

2.12 Termination. If Gatherer determines based on reasonable evidence that Shipper has tampered with the measurement equipment so as to misrepresent the actual volume of Shipper’s Gas delivered at any Point of Receipt(s) or Point of Delivery(s), Gatherer has the right to immediately shut-in such Point of Receipt or Point of Delivery for an indefinite period of time and may terminate this and any other agreement(s) with Shipper (in each case) with respect to such Point of Receipt or Point of Delivery.

2.13 Data and Records Retention. Gatherer and Shipper shall retain and preserve for a period of at least two (2) years all measurement data, charts, and other similar records.

2.14 Volume and Quality Determination. The measurement of the quantity and quality of all Gas received and delivered hereunder shall be conducted in accordance with the following:

(a) Unit of Volume. The unit of volume for measurement shall be one (1) cubic foot of Gas. Such measured volumes, converted to Mcf, shall be multiplied by their Gross Heating Value per cubic foot and divided by 1,000 to determine MMBtus received and delivered hereunder.

(b) Orifice Meter Volume Computations. Computations of Gas Volumes from measurement data shall be made in accordance with ANSI/API2530 (AGA Report No. 3), Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent amendments or revisions.

(c) Positive Displacement Meter Volume Computation. Computation of Gas Volumes from data shall be in accordance with the AGA Measurement Committee Report No. 6 (AGA Report 6), dated January 1971, and any subsequent amendments or revisions.

(d) Turbine Meter Volume Computations. Computations of Gas Volumes from data shall be in accordance with AGA Measurement Committee Report No. 7 (AGA Report 7), First Revisions, dated November 1984, and any subsequent amendments or revisions.

(e) Electronic Devices and Flow Computers Volume Computations. Computation of Gas Volumes from data or devices shall be in accordance with AGA Measurement Committee Report Nos. 3, 5, 6, and 7 and any subsequent amendments or revisions.

(f) Assumed Atmospheric Pressure. An assumed atmospheric pressure of fourteen and seventy-three hundredths (14.73) Psia for the respective Point(s) of Receipt and Point(s) of Delivery shall be utilized for measurement and calculation purposes, irrespective of any variation of the actual atmospheric pressure from the assumed atmospheric pressure.

(g) Gross Heating Value. At least yearly, the Gross Heating Value of the Gas stream at each of the Point(s) of Receipt and Point(s) of Delivery hereunder shall be determined by using a Cutler-Hammer or other standard type calorimeter or by calculating the Gross Heating Value from an in-line chromatograph or a Gas analysis of a spot or continuous Gas sample. The spot or continuous sample shall be taken at a suitable point on the facilities to be representative of the Gas being analyzed. Shipper has the right to request the determination of the Gross Heating Value of the Gas stream at each of the Point(s) of Receipt applicable to Shipper in accordance with the above methodology.

(h) Other Tests. Other tests to determine water content, sulfur, and other impurities in the Gas shall be conducted by Gatherer as necessary and shall be conducted in accordance with standard industry testing procedures.

(i) New Test Methods. If at any time during the term hereof a new method or technique is developed with respect to Gas measurement, such new method or technique may be substituted for the method set forth in this Article when such methods or techniques are in accordance with the currently accepted standards of the American Gas Association, if mutually agreed upon by the parties.

2.15 Right of Inspections. Gatherer or Shipper shall have the right to inspect equipment installed or furnished by the other or third party operators and the charts and other measurement or testing data of all such parties at all times during business hours; but the reading, calibration and adjustment of such equipment and changing of charts shall be done by Gatherer, unless agreed to otherwise by the parties. Gatherer and Shipper shall preserve all original test

data, charts and other similar records in such party’s possession for a period of at least twenty-four (24) Months.

2.16 Uneconomical and Low Volume Point(s) of Receipt and Delivery; Impossibility of Measurement. If total deliveries of Gas to Gatherer at a Point of Receipt fall below an average daily quantity of three (3) Mcf of Gas per day for any ninety (90) consecutive Days at any Point of Receipt, or total deliveries to Shipper at any Point of Delivery fall below an average daily quantity of five (5) MMBtu for any thirty (30) consecutive Days, then Gatherer may, in its ole and reasonable discretion, terminate this Agreement as it relates such Point of Receipt or Point of Delivery by giving Shipper notice in writing sixty (60) Days prior to such termination unless:

(a) Shipper agrees to reimburse Gatherer for Gatherer’s expenses associated with the operation or maintenance of such Point(s) of Receipt or Point(s) of Delivery and the upstream section of, Gathering System utilized in effectuating deliveries to such Point(s) of Delivery, or

(b) Shipper agrees to assume responsibility for the operation and maintenance of and measurement at the Point(s) of Receipt or Point(s) of Delivery, subject to the provisions of a Gas Measurement and Operation Agreement between Shipper and Gatherer, and subject to compliance with the provisions of this Agreement regarding measurement.

ARTICLE III

RETAINAGE CALCULATIONS

3.1 Gatherer shall retain the actual Natural Gas compressor fuel, use, shrink and lost and unaccounted for Gas as set forth in Exhibit C.

THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

EXHIBIT B

NATURE OF SERVICE AND POINT(S) OF RECEIPT AND DELIVERY

Attached to and made a part of the Gas Gathering Agreement, dated as of the day of , 20 , between Nora Gathering, LLC and [ ].

NATURE OF SERVICE

Gathering service under this Agreement will be provided on an interruptible basis subject to the terms of this Agreement.

POINTS OF RECEIPT

Meter No.

725-1819
728-1825
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728-1827
725-1832
725-1836
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728-1853
728-1862
728-1866
728-1867
728-1875
728-1905
728-1910
728-1938
728-1988
725-2018
728-2021
725-2025
725-2028
725-2104
728-2119
728-2147
725-2213
725-2297
725-2377
728-2480
728-2483

EXHIBIT B

728-2553
728-2567
728-2568
728-2569
728-2570
728-2571
728-2590
728-2597
728-2613
728-2614
728-2615
728-2621
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728-2834
728-2847
728-2868
728-2915
728-2930
728-2941
728-2951
728-2967
728-2970
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728-2974
728-3034
728-3039
728-3042
725-3108
728-3174
725-3179
725-3180
728-3215
728-3219
728-3308
728-3321
728-3322
728-3326
728-3361
728-3372
728-3376
728-3439
728-3440
728-3443
728-3444
728-3559
728-3573
728-3591
728-3599
728-3653
728-3654

EXHIBIT B

728-3670
728-3709
728-3721
728-3730
728-3887
728-3968
728-3969
728-3972
728-4104
725-4145
728-4247
728-4248
728-4254
728-4257
728-4263
728-4275
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EXHIBIT B

728-4517
728-4519
728-4521
728-4522
728-4524
728-4525
728-4526
728-4527
728-4528
728-4532
728-4537
725-4603
728-4637
728-4639
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728-4666
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728-4669
728-4874
728-4880
728-4886
728-4888
728-4889
728-4890
725-4912
728-4998
728-4999

EXHIBIT B

728-5000
728-5001
728-5002
728-5003
725-5118
728-5179
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728-5187
728-5188
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728-5234
728-5235
728-5238
728-5239
728-5241
728-5245
728-5246
728-5247
728-5248
725-5249
725-5250

EXHIBIT B

725-5254
725-5256
725-5257
725-5368
725-5370
728-5371
725-5372
029291
725-5428
725-5430
725-5433
728-5434
728-5437
728-5438
728-5439
728-5440
728-5442
728-5444
728-5445
728-5446
725-5450
725-5452
725-5453
725-5454
725-5456
725-5457
725-5460
725-5461
725-5463
728-5589
728-5593
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728-5604
728-5605
728-5606
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728-5608
728-5610
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728-5614
728-5617

EXHIBIT B

728-5618
728-5619
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728-5625
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728-5627
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725-5653
725-5654
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725-5659
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728-5670
728-5671
728-5672
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728-5677
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728-5679
728-5680

EXHIBIT B

728-5681
728-5682
728-5684
728-5685
728-5686
725-5690
728-5700
728-5726
728-5727
728-5728
728-5729
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728-5732
728-5746
725-5857
728-5863
728-5868
728-5870
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728-5916
728-5920
728-5922
728-5923
728-5925
728-5926
728-5927
725-5936
725-5937

EXHIBIT B

728-5947
728-5948
728-5951
728-5952
728-5953
728-5954
728-5955
728-5957
728-5959
728-5960
725-5962
725-5980
725-5986
725-6029
725-6033
728-6044
728-6045
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728-6050
728-6054
728-6057
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728-6078
728-6080
728-6081
728-6082
728-6083
728-6084
728-6085
728-6087
728-6088
728-6089

EXHIBIT B

728-6091
725-6098
725-6099
725-6101
725-6102
725-6103
725-6107
728-6108
725-6122
725-6128
825-6134
728-6145
728-6146
728-6159
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728-6167
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728-6190
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725-6212
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728-6222
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728-6302
728-6303
728-6305
728-6306
728-6307
728-6310
728-6311
728-6313
728-6314
728-6316

EXHIBIT B

728-6318
728-6319
728-6329
728-6330
728-6331
728-6333
728-6334
728-6360
728-6363
728-6364
728-6373
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728-6390
725-6391
725-6392
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728-6398
728-6399
728-6400
728-6402
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728-6406
728-6409
728-6417
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728-6420
728-6425
728-6426
728-6431
728-6433
728-6434
728-6435
728-6437
728-6440
728-6441
728-6442
728-6443

EXHIBIT B

728-6447
728-6448
728-6449
728-6474
728-6475
728-6476
728-6490
728-6491
728-6494
728-6495
728-6496
728-6497
728-6498
728-6506
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728-6509
728-6510
728-6513
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728-6578
728-6582
728-6583
728-6584
728-6585
728-6586
728-6587
728-6591
728-6595
728-6596

EXHIBIT B

728-6598
728-6599
728-6600
728-6603
728-6604
728-6605
728-6610
728-6612
728-6613
728-6614
728-6615
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728-6622
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728-6638
728-6641
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728-6644
728-6647
728-6648
728-6649
728-6651
728-6662
728-6664
728-6665
728-6666
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728-6678
728-6682
728-6689
728-6692
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728-6696
728-6697
728-6698
728-6702
725-6720
725-6721
725-6722
725-6725
725-6727
725-6732

EXHIBIT B

725-6733
728-6756
725-6758
725-6759
725-6760
725-6762
725-6764
725-6765
725-6766
728-6768
728-6769
728-6770
728-6771
728-6772
725-6777
725-6778
725-6779
725-6780
725-6781
725-6782
728-6783
725-6788
725-6789
725-6792
725-6797
725-6798
725-6804
725-6809
728-6810
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728-6841
728-6842
728-6843
728-6844
728-6845
728-6846
728-6870
728-6874
728-6875

EXHIBIT B

728-6876
728-6878
728-6879
728-6882
728-6883
728-6884
728-6885
725-6888
728-6931
728-6932
728-6933
728-6935
728-6970
728-6974
728-6989
728-6990
728-6991
728-6992
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728-7017
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728-7022
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728-7060
725-7064
728-7085
728-7095
728-7096
728-7097
728-7098
728-7103
728-7104
728-7105

EXHIBIT B

728-7106
728-7109
728-7114
728-7214
728-7264
728-7266
728-7272
728-7273
728-7274
728-7276
728-7277
728-7278
728-7279
728-7280
728-7286
728-7287
728-7288
728-7292
728-7293
728-7294
728-7295
728-7296
725-7301
728-7304
725-7725
728-198
725-274
725-278
728-0285
728-0289
725-323
725-327
725-329
725-404
725-0405
725-406
725-423
725-426
725-443
725-0447
728-448
725-449
725-450
725-451
725-0459
725-470
725-497
725-504
725-506
725-510

EXHIBIT B

725-0511
725-513
728-1010
728-1016
728-1018
728-1020
728-1021
728-111
728-1120
728-1127
728-1130
728-1137
728-1138
728-1139
728-1306
728-1315
725-1824
725-1829
725-1831
725-1833
728-1849
728-1850
728-1852
728-1863
728-1869
728-1870
728-1871
728-1872
728-1873
728-1874
725-1913
728-1934
728-1935
728-1936
715-1940
725-1941
725-1942
728-1987
728-1989
728-1990
728-1991
728-1992
711-1998
715-1999
725-2001
728-2005
728-2006
728-2007
728-2008
728-2009

EXHIBIT B

728-2010
728-2011
728-2012
728-2014
728-2015
711-2016
728-2020
728-2024
725-2026
725-2027
725-2031
725-2032
711-2033
728-2112
728-2113
728-2114
728-2115
728-2116
728-2117
728-2118
728-2120
728-2121
716-2135
725-2135
728-2145
728-2146
728-2148
728-2149
728-2150
728-2151
728-2199
728-2200
728-2201
728-2203
728-2206
728-2207
728-2208
728-2220
711-2266
728-2274
728-2275
728-2276
728-2277
728-2279
728-2280
728-2286
725-2372
725-2374
725-2375
710-2376

EXHIBIT B

711-2376
711-2378
725-2379
728-2389
728-2390
728-2391
728-2392
728-2399
728-2400
728-2453
728-2469
728-2470
728-2471
728-2472
728-2473
728-2474
728-2476
728-2477
728-2478
728-2479
728-2482
728-2484
728-2547
728-2548
728-2549
728-2550
728-2551
728-2555
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728-2557
728-2558
728-2559
728-2562
728-2563
728-2565
728-2566
728-2583
728-2584
728-2585
728-2586
725-2587
728-2587
728-2588
728-2589
728-2591
728-2592
728-2593
728-2594
728-2595
728-2596

EXHIBIT B

728-2598
728-2599
728-2600
728-2601
728-2602
728-2623
828-2627
828-2628
711-2703
711-2706
711-2823
711-2824
728-2831
728-2835
828-2837
828-2838
825-2839
728-2843
728-2844
728-2845
728-2846
728-2863
728-2869
728-2870
728-2926
728-2927
728-2928
728-2929
728-2931
728-2938
728-2939
728-2940
728-2942
728-2965
728-2966
728-2968
728-2975
728-2976
728-2977
728-2978
728-2979
725-2980
728-2990
828-3006
728-3035
728-3036
728-3037
728-3038
728-3040
728-3041

EXHIBIT B

728-3043
728-3044
728-3045
728-3046
728-3047
728-3048
728-3049
728-3050
728-3051
728-3052
728-3053
728-3054
728-3082
728-3083
728-3084
728-3166
728-3167
728-3169
728-3171
728-3172
728-3173
728-3175
728-3176
725-3178
728-3212
728-3216
728-3217
728-3218
728-3220
828-3221
828-3222
828-3227
828-3290
728-3305
728-3307
728-3310
728-3311
728-3313
728-3314
728-3315
728-3317
728-3318
728-3319
728-3323
728-3324
728-3327
728-3328
728-3356
711-3399
828-3414

EXHIBIT B

728-3432
728-3433
728-3437
728-3438
828-3447
728-3449
728-3452
725-3549
725-3550
728-3553
725-3554
728-3554
728-3555
728-3556
728-3557
728-3558
728-3561
728-3562
728-3563
728-3564
728-3565
728-3566
728-3567
728-3568
728-3569
728-3575
728-3589
728-3590
728-3592
728-3593
728-3594
728-3595
728-3596
728-3597
728-3598
728-3601
728-3602
728-3603
728-3604
728-3610
728-3611
728-3612
728-3613
728-3614
728-3615
728-3616
728-3617
728-3618
728-3619
728-3620

EXHIBIT B

728-3621
728-3622
728-3623
825-3625
728-3626
728-3628
728-3629
728-3630
728-3631
728-3632
728-3633
728-3634
728-3635
728-3636
728-3637
728-3640
728-3646
728-3649
728-3650
728-3651
728-3652
728-3655
728-3662
728-3663
728-3666
728-3667
728-3668
728-3671
728-3672
728-3673
728-3674
728-3675
728-3678
728-3682
728-3683
725-3685
728-3703
728-3704
728-3705
728-3706
728-3707
728-3710
728-3711
728-3712
728-3713
728-3714
728-3715
728-3716
728-3718
728-3719

EXHIBIT B

728-3720
728-3722
728-3723
728-3724
728-3725
728-3727
728-3728
728-3739
728-3748
728-3749
728-3750
728-3751
728-3752
728-3753
728-3756
728-3757
728-3758
728-3759
728-3760
728-3761
728-3763
728-3764
728-3768
728-3769
825-3804
711-3811
728-3884
728-3885
728-3886
728-3888
728-3889
728-3890
728-3892
728-3893
728-3894
728-3895
728-3896
728-3897
728-3899
728-3900
728-3901
728-3902
728-3903
728-386
725-3953
728-3956
728-3957
728-3958
728-3959
728-3960

EXHIBIT B

728-3961
728-3964
728-3966
728-3967
728-3970
728-3971
728-3973
728-3974
728-3976
728-3977
728-3978
728-3979
728-4057
728-4058
728-4059
728-4060
728-4061
728-4062
728-4065
728-4068
728-4070
728-4071
728-4072
728-4073
728-4074
728-4075
728-4076
828-4086
828-4087
728-4099
728-4100
728-4101
728-4102
728-4105
728-4158
728-4159
728-4160
728-4162
728-4163
728-4164
728-4165
728-4166
728-4167
728-4168
728-4169
728-4170
728-4171
728-4172
728-4174
728-4175

EXHIBIT B

728-4176
728-4250
728-4251
728-4252
728-4253
728-4255
728-4256
728-4258
728-4259
728-4260
728-4261
728-4262
728-4264
728-4265
728-4266
728-4267
728-4268
728-4269
728-4270
728-4271
728-4272
728-4273
728-4277
728-4279
728-4280
728-4281
728-4282
728-4283
728-4356
728-4360
728-4361
728-4362
728-4363
728-4369
728-4370
728-4371
728-4373
728-4374
728-4376
728-4377
728-4441
728-4488
728-4499
728-4511
728-4523
728-4533
728-4602
725-4738
725-001
725-002

EXHIBIT B

725-003
725-004
711-005
711-006
711-007
711-008
725-010
725-011
725-012
725-013
725-014
725-015
711-016
711-017
725-018
728-019
728-020
725-021
725-022
711-023
714-024
711-025
725-026
725-027
725-028
725-029
725-030
711-031
725-032
711-033
711-034
711-035
711-036
711-037
728-038
725-039
728-040
711-041
711-042
711-043
725-044
711-045
728-046
725-047
711-048
711-049
711-050
711-051
725-052
711-053

EXHIBIT B

715-054
725-055
725-056
711-057
711-058
711-059
725-060
711-062
725-063
725-064
725-065
711-066
725-067
725-068
725-069
725-070
711-071
725-072
711-073
725-074
711-075
725-076
725-077
711-078
725-079
725-080
711-081
711-082
725-083
725-084
711-086
711-087
711-088
725-089
725-090
725-091
725-092
725-093
725-094
711-095
710-096
711-099
711-100
711-101
725-102
725-103
725-104
725-105
711-106
725-107

EXHIBIT B

711-108
711-109
711-110
725-111
725-112
711-113
714-116
728-117-1
714-118
714-119
711-120
725-121
711-122
725-123
725-124
725-125
725-126
725-127
711-128
711-129
725-130
725-133
725-134
725-135
711-136
711-137
725-138
725-139
711-140
725-141
725-142
711-144
711-145
725-146
711-147
725-150
711-151
725-152
711-153
711-154
711-155
725-156
711-157
725-158
710-159
725-159
725-160
710-161
711-161
711-162

EXHIBIT B

715-163
725-165
711-166
711-167
711-168
711-169
725-173
725-174
725-175
725-177
711-178
711-179
728-180
725-181
725-182
725-183
725-184
725-185
725-186
725-187
725-188
725-189
711-190
710-191
725-191
711-192
711-193
711-194
711-195
725-196
725-197
725-199
711-200
725-201
711-202
711-203
725-204
716-206
725-206
725-207
711-208
725-209
725-210
711-211
725-212
725-213
711-214
725-215
711-216
726-217

EXHIBIT B

711-218
711-219
725-220
711-221
725-222
711-223
725-224
711-225
725-226
711-227
715-228
725-229
725-232
711-233
725-234
725-235
725-236
725-237
725-238
711-239
711-240
711-242
725-243
711-244
725-245
725-247
725-248
725-250
728-252
725-256
711-257
725-258
728-261
728-263
711-265
725-266
711-267
725-268
725-269
725-270
725-271
728-280
728-283
715-284
725-286
725-287
725-288
725-294
725-300
725-306

EXHIBIT B

725-308
725-310
725-311
725-312
728-316
725-317
725-318
711-322
711-326
725-328
725-330
725-331
725-332
725-333
725-334
725-335
725-337
725-338
725-341
725-342
725-343
711-344
725-345
711-346
725-347
711-348
725-349
728-50351
728-352
725-353
725-354
725-355
725-356
725-357
725-358
710-359
725-359
711-360
725-361
725-362
725-366
725-367
725-368
725-369
725-370
725-371
725-373
725-374
725-378
710-380

EXHIBIT B

711-381
728-50383
725-384
725-385
714-387
725-388
725-390
725-391
728-392
725-393
725-394
725-395
725-396
725-397
725-399
710-401
728-402
725-407
725-408
725-409
725-411
725-413
716-414
725-414
728-416
725-417
711-418
728-419
725-422
725-424
714-428
711-430
728-431
728-432
725-433
725-434
725-435
728-436
728-437
714-442
725-444
725-445
725-446
728-452
728-50454
725-461
725-462
725-464
725-465
710-466

EXHIBIT B

725-467
725-468
725-471
711-474
711-475
725-476
725-477
711-478
725-480
711-481
725-484
711-486
725-487
728-488
725-491
710-492
725-492
725-493
715-494
725-495
725-496
725-499
711-501
715-502
725-502
711-503
725-507
728-001
728-002
728-003
728-004
728-005
728-006
728-007
728-008
728-009
728-011
728-012
728-013
728-015
728-51017
728-019-1
728-101
728-102
728-103
728-104
728-105
728-106
728-107
728-108

EXHIBIT B

728-109
728-110
728-112
728-113
728-114
728-115
728-116
728-117
728-118
728-119
728-121
728-123
728-124
728-126
728-128
728-129
728-131
728-134
728-135
728-136
728-140
728-146
728-147
728-148
728-149
728-150
728-151
728-152
728-153
728-154
728-155
728-156
728-158
728-159
728-160
728-161
728-301
728-302
728-303
728-304
728-305
728-311
728-312
728-313
728-317
728-318
728-2552
728-3627
728-3765
828-3804

EXHIBIT B

828-2839
828-3181
728-3182
728-3320
828-3625
728-4056
728-3685
728-4309
728-4310
728-4276
725-132851
711-132857
725-132897
725-133550
725-133551
715-133736
710-133742
711-133789
711-133793
711-133796
725-133814

POINTS OF DELIVERY

Meter No.

75-9315		East Tennessee (Nora) Dickenson Co
75-9326		EAST TENN (NORA) / Dickenson # 3
55M3A		Shelby Gap (Nora to KY)

EXHIBIT C

RATES

EFFECTIVE DATE:

Attached to and made a part of the Gas Gathering Agreement, dated as of the day of , 20 , between Nora Gathering, LLC and Equitable Energy, LLC.

GATHERING RATE

Rate = $ per Dth received

Beginning on the Commencement Date, the gathering rate assessed on each Dth of Gas received at the Point(s) of Receipt will be updated every calendar quarter to reflect the actual cost of providing gathering service on the Gathering System for the preceding twelve-Month period, calculated based upon the factors set forth below. New rates will be placed into effect on the first Day of the second Month following the end of the calendar quarter (e.g., 1st quarter rates will go into effect May 1, based on the cost of service for the twelve Months ending March 31). The Gathering Rate will be calculated based on the following factors:

Pre-Tax Return of [ ]%

Gross plant adjusted for accumulated depreciation

Operating and maintenance expense (excluding electric compression costs)

General and Administrative Expense

Depreciation

Taxes other than income

GAS RETENTION PERCENTAGE

The Gas Retention Percentage shall be the actual Natural Gas compressor fuel use, shrink and lost and unaccounted for Gas incurred by Gatherer to gather and deliver Shipper’s gas to the Point(s) of Delivery for the Month divided by total volumes (in Dth) received by Gatherer from Shipper at the Point(s) of Receipt during the Month.

ELECTRIC COMPRESSION RATE ($ per Dth received)

Rate = $ Dth received

Beginning with the Commencement Date the electric compression rate assessed per Dth of Natural Gas received into the Gathering System (the “Electric Compression Rate”) will be updated every calendar year to adjust the rate for historic over or under recovery of electric compression costs and prospective changes in electric compression costs. New rates will be placed into effect on February 1 of each year, based on the electric compression costs incurred and rate recoveries for the previous year ending December 31.

Shipper acknowledges and agrees that this Exhibit C shall be subject to termination by Gatherer and renegotiation between Gatherer and Shipper if at any time the Gathering System shall become subject to any regulation (including without limitation any requirement to open access to the Gathering System) by any Government Authority that would impose new and/or additional governmental oversight of the gathering rates. The Gatherer and Shipper acknowledge that the discounted Gathering Rate set forth herein was negotiated in consideration of the fact that the Gas will be gathered hereunder being Gas produced by one or more members of the Gatherer.

THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

EXHIBIT D

GATHERING SYSTEM

EFFECTIVE DATE:

Attached to and made a part of the Gas Gathering Agreement, dated as of the day of , 20 , between Nora Gathering, LLC and Equitable Energy, LLC.

[INSERT DESCRIPTION OF GATHERING SYSTEM]

EXHIBIT E

APPROVED ANNUAL BUDGET FOR FISCAL YEAR 2007

($MM)

2007 CAPEX PROJECTIONS

	Q1	Q2	Q3	Q4	TOTAL
Gathering
Carryover as of 4-5-07	—	9.90	3.71	—	13.61
2007 Capital Budget	6.28	11.27	17.42	25.62	60.60
2007 CAPEX Projection	6.28	21.17	21.13	25.62	74.21

2007 CAPITAL BUDGET COMMITMENT PROJECTIONS

	Q1	Q2	Q3	Q4	TOTAL
Gathering	32.05	43.21	25.74	0.00	(101.00	)
2007 Capital Budget Capex Projection					60.60
Carryover into 2008					40.40

EXHIBIT F

NORA-T LINE

[See attached.]

F-1

MAP

EXHIBIT F – Nora T-Line

Dickenson and Wise Counties, Virginia

EXHIBIT G

FORM OF NON-MEMBER INTERCONNECT AGREEMENT

[See attached.]

G-1

INTERCONNECT AGREEMENT

BETWEEN

NORA GATHERING, LLC

AS GATHERER,

AND

AS CUSTOMER,

Dated as of , 20

Interconnect Agreement Number E-

Meter Name

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS		1
Section 1.1	Definitions	1

ARTICLE 2 PURPOSE AND PROCEDURES FOR DESIGN, APPROVAL, INSTALLATION AND ACTIVATION OF FACILITIES		2
Section 2.1	Agreement	2
Section 2.2	Base Agreement	2
Section 2.3	Application	2
Section 2.4	Design Specifications	2
Section 2.5	Installation	2
Section 2.6	Activation of Facilities	3

ARTICLE 3 INTERCONNECT FACILITIES		3
Section 3.1	Interconnect Facilities	3
Section 3.2	Debris and Obstructions	3

ARTICLE 4 COMPANY’S FACILITIES		3
Section 4.1	Gatherer’s Facilities	3

ARTICLE 5 INTERCONNECTION OPERATIONS		3
Section 5.1	Commencement of Operation	3
Section 5.2	Gathering Obligations	4
Section 5.3	Environmental Responsibility	4
Section 5.4	Facility Improvements	4
Section 5.5	Shut In	4
Section 5.6	Notice of Maintenance or Repairs	4
Section 5.7	Facilities Abandonment	4

ARTICLE 6 TERM		5
Section 6.1	Term	5
Section 6.2	Low Volume	5
Section 6.3	Disconnection	5

ARTICLE 7 BILLING AND PAYMENT		5
Section 7.1	Quantities Deemed Conclusive	5
Section 7.2	Withholding Payments	5

ARTICLE 8 OPERATIONAL COSTS TO BE BORNE BY CUSTOMER		5
Section 8.1	Gas Quality and Monitoring Costs	5
Section 8.2	Customer Facilities Costs	6

ARTICLE 9 FAILURE TO PERFORM		6
Section 9.1	Suspension	6
Section 9.2	Damages	6
Section 9.3	Indemnity	6

Interconnect Agreement Number E-

Meter Name

ARTICLE 10 PRESSURE, GAS QUALITY AND HEATING VALUE		7
Section 10.1	Regulation	7
Section 10.2	Compression	7
Section 10.3	Pressure in Gatherer’s System	7
Section 10.4	Gas Quality	7
Section 10.5	Temperature	8
Section 10.6	Monitoring	8
Section 10.7	Gas Taken and Co-mingled	8

ARTICLE 11 MEASUREMENT FACILITIES		8
Section 11.1	Measurement Facilities	8
Section 11.2	Pipeline Safety	8
Section 11.3	Measurement Site Access	8
Section 11.4	Check Measurement	9
Section 11.5	Orifice Meters	9
Section 11.6	Positive Displacement Meters	9
Section 11.7	Turbine Meters	9
Section 11.8	Electronics	9
Section 11.9	Notice	9
Section 11.10	Testing and Calibration	10
Section 11.11	Special Test	10
Section 11.12	Measuring Adjustment	10
Section 11.13	Measurement Corrections	11
Section 11.14	Termination	11
Section 11.15	Data and Records Retention	11
Section 11.16	Volume and Quality Determination	11
Section 11.17	Right of Inspections	12
Section 11.18	Low Volumes for Receipt Points	13

ARTICLE 12 REGULATORY APPROVALS		13
Section 12.1	Initial Regulatory Filing Requirements	13
Section 12.2	Change in Regulation Results in Material Adverse Effect	13

ARTICLE 13 ASSIGNMENT		13
Section 13.1	Assignment of this Agreement	13

ARTICLE 14 NOTICE		14
Section 14.1	Notices	14
Section 14.2	Receipt of Communications	14

ARTICLE 15 MISCELLANEOUS		14
Section 15.1	Choice of Law	14
Section 15.2	Construction of this Agreement	15
Section 15.3	Execution	15
Section 15.4	Captions	15
Section 15.5	Amendments	15
Section 15.6	Severability	15

Interconnect Agreement Number E-

Meter Name

Section 15.7	Confidentiality	15
Section 15.8	Audits	16
Section 15.9	Waiver	17
Section 15.10	Entire Agreement	17

iii

Interconnect Agreement Number E-

Meter Name

NORA GATHERING, LLC
INTERCONNECT AGREEMENT

THIS INTERCONNECT AGREEMENT (“Agreement”) is entered into this of , 20 , by and between NORA GATHERING, LLC, a Delaware company with an office located at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212-5861 (hereinafter referred to as “Gatherer”), and , a corporation with an office at (hereinafter referred to as “Customer”). As used in this Agreement, Gatherer and Customer are also referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, Gatherer owns and operates certain natural gas gathering lines located in the State of Virginia;

WHEREAS, Customer has available certain supplies of natural gas which it desires to deliver or have delivered into Gatherer’s system.

NOW THEREFORE, in consideration of the premises and covenants contained herein, Gatherer and Customer hereby agree as follows.

ARTICLE 1
DEFINITIONS

Section 1.1 Definitions. For the purposes of this Agreement, the following terms, when capitalized herein, shall have the meanings set forth below:

(a) “Applicable Law” means all laws, statutes, rules, regulations, ordinances, orders, requirements and codes of Governmental Authorities.

(b) “Authorizations” means any and all approvals, permits, licenses, franchises, or other authorizations required by any federal, state or local governmental authority which are necessary for the performance of a Party’s obligations hereunder.

(d) “Construction and Installation Fee” means a fee charged to Customer to compensate Gatherer for the actual time, labor, tools, materials, equipment and overhead expenses for the development, design, construction and completion activities for the facilities contemplated by this Agreement.

(e) “Dekatherm” shall mean one million (1,000,000) Btu’s or one MMBtu.

(f) “Gas” means a mixture of hydrocarbon and nonhydrocarbon gases.

(g) “Governmental Authority” means any government and/or any political subdivision thereof, including departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

Interconnect Agreement Number E-

Meter Name

(h) “Interconnect” means the point of interconnection between the pipeline facilities used by Customer and the Gatherer’s system as set forth in the Appendices attached hereto, as amended from time-to-time.

(i) “Interconnect Facilities” is defined in Section 3.1 of this Agreement.

(j) “MMBtu” shall mean one million (1,000,000) Btu’s or one Dekatherm.

ARTICLE 2
PURPOSE AND PROCEDURES FOR DESIGN, APPROVAL, INSTALLATION AND
ACTIVATION OF FACILITIES

Section 2.1 Agreement. This Agreement establishes the general terms and conditions under which Customer and Gatherer will provide for the proper design, installation, operation, maintenance and cost responsibility of an Interconnect for the receipt of Gas into Gatherer’s system. Neither Customer nor Gatherer shall take action hereunder, including flowing Gas through the Interconnect, until such time as this Agreement and the required Appendices are fully executed.

Section 2.2 Base Agreement. Customer and Gatherer may utilize this Agreement as a vehicle for establishing multiple Interconnects between the Gatherer’s system and Customer’s facilities. The specifications for each individual Interconnect will be established in a separate appendix (hereinafter “Appendix” or “Appendices”).

Section 2.3 Application. Customer shall provide complete and accurate information to Gatherer in connection with any request for a proposed Interconnect, which information shall include, at a minimum, (i) the location of the proposed Interconnect, (ii) the proposed maximum allowable operating pressure at the Interconnect, (iii) the desired date for completion of the Interconnect, (iv) Customer’s estimated maximum, minimum and average volumes of Gas to be delivered through the Interconnect on a daily basis and (v) Customer’s estimated maximum, minimum and average delivery/receipt pressures through the Interconnect.

Section 2.4 Design Specifications. Customer shall submit to Gatherer for Gatherer’s prior approval complete design specifications for the proposed Interconnect prior to site work or construction of any facilities. Customer agrees to make those changes to such design and construction plans as Gatherer, in its reasonable discretion, believes are necessary for the safe and reliable delivery of Gas into Gatherer’s system. Gatherer shall signify its approval by returning one set of drawings noted as “APPROVED”. If the proposed Interconnect request is initially denied but could be approved with modifications to the design of the Interconnect Facilities, Gatherer shall provide recommendations to Customer.

Section 2.5 Installation. Notwithstanding Gatherer’s approval of the drawings and design, the scheduling of construction and installation must be coordinated with Gatherer. No site work and no construction or installation work shall commence until Customer has satisfied all of its prerequisite obligations under this Agreement and Gatherer has notified Customer, in writing, that construction and installation activities may commence.

Interconnect Agreement Number E-

Meter Name

Section 2.6 Activation of Facilities. Activation of the Interconnect shall be contingent upon readiness of Gatherer’s gas control department as well as completion of all construction and installation activities as specified and agreed upon by and between Gatherer and Customer.

ARTICLE 3
INTERCONNECT FACILITIES

Section 3.1 Interconnect Facilities. The Interconnect facilities shall be comprised of equipment which includes (i) gas measurement equipment, (ii) overpressure protection, (iii) certain interconnect piping facilities including a check valve and an insulated/welded tie-in connection and (viii) such other facilities as may be required by Gatherer (collectively “Interconnect Facilities”) at the interconnection between Customer’s facilities and Gatherer’s system. The Interconnect Facilities shall be designed, installed, operated, maintained and owned by Gatherer, Customer or Customer’s designee, as agreed and as set forth in Appendix A. The minimum engineering and technical specifications for the Interconnect Facilities are further detailed in Appendix B. All costs associated with the Interconnect Facilities shall be Customer’s responsibility, unless waived in writing by Gatherer, and any such costs borne or paid by Gatherer shall be reimbursed by Customer through the Construction and Installation Fee.

Section 3.2 Debris and Obstructions. Customer’s facilities shall be cleared of all debris, obstructions and contaminants before they are connected to Gatherer’s system.

ARTICLE 4
COMPANY’S FACILITIES

Section 4.1 Gatherer’s Facilities. Gatherer shall own, and Gatherer or its designee shall design, install, operate and maintain, a tap and side valve connecting Gatherer’s system to the Interconnect Facilities, as more specifically described in Appendix A. The Interconnect Facilities shall extend to within three feet (3’) of Gatherer’s line unless otherwise approved by Gatherer.

ARTICLE 5
INTERCONNECTION OPERATIONS

Section 5.1 Commencement of Operation. Customer shall notify Gatherer, in writing, when the Interconnect and Interconnect Facilities are complete, tested and ready for activation. Unless otherwise instructed by Gatherer, receipts and/or deliveries of Gas at the Interconnect may commence as soon as all Authorizations have been granted, the necessary facilities have been completed, the requisite documents have been submitted, a gathering agreement is in place and Customer has satisfied the terms and conditions of this Agreement. Gatherer shall be responsible for the coordination, installation, testing, and physical fmal tie-in to Gatherer’s system. Gatherer shall develop, coordinate, and oversee all operations associated with purging the meter set and piping into service. All such tie-in activities shall be Customer’s financial responsibility, unless waived by Gatherer, and any such costs borne or paid by Gatherer shall be reimbursed by Customer through the Construction and Installation Fee.

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Section 5.2 Gathering Obligations. Gatherer will receive Gas from Customer, or deliver Gas to Customer, as the case may be, at the Interconnect, provided that all parties utilizing the Interconnect, including Customer, if applicable, have entered into valid gathering agreements with Gatherer.

Section 5.3 Environmental Responsibility. Each Party represents that no hazardous substance as that term is defined in the Federal Comprehensive Environmental Response Compensation Liability Act (CERCLA), petroleum or petroleum products, “asbestos material” as that term is defined in 40 CFR 61.41 (1987), polychlorinated biphenyls (PCBs), or “solid waste” as that term is defined in the Federal Resource Conservation Recovery Act (RCRA), will be leaked, spilled, deposited or otherwise released by either Party on the other Party’s property. In the event that any of said above referenced materials are discovered on said property, the discovering Party shall immediately notify the other Party of the discovery and existence of said materials. In the event of either Party’s breach of the warranty contained in this section, as between the Parties hereto the full responsibility for the proper handling, remediation, treatment, storage or disposal of any such hazardous substance, petroleum or petroleum product, asbestos material, PCBs or solid waste discovered on said property, including the handling of such materials in compliance with all environmental laws including federal, state and local laws, rules and regulations, shall remain with such Party who is responsible for the leak, spill, deposit or release, and such Party shall indemnify the other Party for any loss, cost, injury, damage to persons or property, or fines, penalties or compliance order issued by any governmental agency relating to pollution or protection of the environment, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, waste petroleum, toxic substances and hazardous substances occurring on said property. This section shall survive the termination of this Agreement.

Section 5.4 Facility Improvements. Gatherer retains the unilateral right to change the operation of its facilities and/or upgrade its system. Such operational changes may require the adjustment and/or addition of equipment and facilities by Customer in order to maintain delivery of Gas volumes. As between the Parties, the cost of any such adjustment and/or addition of equipment and facilities requirements will be borne entirely by Customer.

Section 5.5 Shut In. Gatherer retains the unilateral right to immediately shut in or cause Customer to shut in any Interconnect the continued operation of which, in Gatherer’s sole judgment, threatens the integrity and safe operation of Gatherer’s system.

Section 5.6 Notice of Maintenance or Repairs. Customer shall advise Gatherer in writing at least fifteen calendar (15) days before taking the Interconnect Facilities out of service for maintenance or repairs lasting more than seven calendar (7) days. After Customer has completed all maintenance and repairs, Customer shall immediately reconnect the Interconnect Facilities to Gatherer’s system and resume service, subject to ten (10) days’ advance notification to Gatherer.

Section 5.7 Facilities Abandonment. In the event Gatherer should ever abandon, retire or cease to operate, in whole or in part, facilities used to gather Gas, Gatherer may, in its sole discretion, and without further obligation, terminate this Agreement upon not less than sixty (60) days’ prior written notice to Customer.

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ARTICLE 6

TERM

Section 6.1 Term. This Agreement shall become effective upon its execution by both Gatherer and Customer and continue in full force and effect for a period of one (1) year (“Primary Term”). Unless terminated by written notice given by either Party at least thirty (30) days prior to the end of the Primary Term or any subsequent renewal term, this Agreement shall continue after the Primary Term on a month-to-month basis. The obligations of Customer to indemnify Gatherer pursuant hereto shall survive the termination or cancellation of this Agreement and the Appendices.

Section 6.2 Low Volume. Gatherer shall have the right to terminate this Agreement upon sixty (60) days advance written notice to Customer if Gas attributable to Customer’s account has not flowed for the previous period of twelve (12) consecutive months, or if Gatherer or its designee has caused the Interconnect Facilities to be disconnected or removed.

Section 6.3 Disconnection. In the event either Party desires to disconnect its facilities from the other, the initiating Party shall tender not less than sixty (60) days advance written notice to the other Party of such intent, and upon such disconnection of facilities, this Agreement shall terminate with respect to such Interconnect. The Parties agree that such disconnection shall not occur during the Primary Term, unless mutually agreed by both Parties or mandated by governmental action. Each Party shall be responsible for all costs of abandonment and/or removal of their respective facilities. Any disconnection shall be in accordance with the requirements of any regulatory agency having jurisdiction.

ARTICLE 7

BILLING AND PAYMENT

Section 7.1 Quantities Deemed Conclusive. Gatherer’s statement of the total quantity of Gas received by Customer during any month shall be deemed conclusive unless Customer forwards an objection to Gatherer in writing within sixty (60) days after the receipt of Gatherer’s statement.

Section 7.2 Withholding Payments. In the event of any adverse claim to or against the proceeds of this Agreement or any Gas transported under this Agreement, or any part thereof, or against the proceeds of any other contract that Gatherer has with Customer, is made by any person, Gatherer may refuse to receive or deliver Gas under this Agreement; as the case may be, until the dispute is settled by agreement between Customer and such adverse claimant or by a final decree of a court of competent jurisdiction.

ARTICLE 8

OPERATIONAL COSTS TO BE BORNE BY CUSTOMER

Section 8.1 Gas Quality and Monitoring Costs. As between the Parties, Customer shall be solely responsible for all costs and charges associated with monitoring, ensuring and maintaining the quality of Gas delivered into Gatherer’s system and all costs associated with

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quality remediation. Gatherer shall have access to facilities and all devices and shall have the right, but not the obligation, to operate such facilities and devices.

Section 8.2 Customer Facilities Costs. As between the Parties, Customer shall be solely responsible for all costs and charges associated with monitoring, ensuring and maintaining the safe and reliable operation of pipeline, measurement, compression, regulation, dehydration and any other appurtenant facilities, which are upstream of the Interconnect Facilities. Gatherer reserves the right to refuse receipts and/or deliveries of Gas through the Interconnect if Gatherer, in its sole judgment, deems the operation of Customer’s facilities to be unacceptable.

ARTICLE 9
FAILURE TO PERFORM

Section 9.1 Suspension. If Customer fails to comply with any of the covenants contained in this Agreement, Gatherer may refuse to allow Gas to flow through the Interconnect until, in Gatherer’s sole opinion, Customer is fully complying with all of the terms and conditions of this Agreement. Gatherer, in its sole judgment, shall have the right to shut in the Interconnect immediately if any equipment is not operating properly, an overpressure condition exists, design limitations are exceeded, or safe operating conditions are compromised. Furthermore, Gatherer has the right to keep the Interconnect shut in until Customer makes the necessary provisions to rectify the situation. If the abnormal conditions repeatedly arise, Gatherer has the right to shut in the Interconnect indefinitely, and/or terminate this Agreement.

Customer shall reimburse Gatherer for any damages caused by Customer failing to comply with any of the covenants contained in this Agreement, including payments made by Gatherer to other affected customers in settlement of claims arising out of such service. To the extent any damages required to be paid hereunder are liquidated, the Parties acknowledge that the damages are difficult or impossible to determine, otherwise obtaining an adequate remedy is inconvenient, and the liquidated damages constitute a reasonable approximation of the harm or loss.

If litigation results from any dispute between Customer and Gatherer, Gatherer may pay any money withheld under this Agreement to a court of competent jurisdiction without any further liability, or may interplead all claimants, including Customer. Customer shall reimburse Gatherer for all costs incurred associated with such litigation, including, but not limited to, attorneys’ fees.

Section 9.2 Damages. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE, EITHER UNDER THIS ARTICLE X OR UNDER ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

Section 9.3 Indemnity. Customer agrees to indemnify, hold harmless and provide a defense for Gatherer, its officers, directors, affiliates, agents, employees and contractors against any liability, loss, cost or damage whatsoever (including, without limitation, claims for royalties, taxes, fees or other charges) occurring in connection with or relating in any way to (i) breach of this Agreement by Customer; (ii) the negligence or other tortious act(s) or omission(s) by

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Customer, its officers, directors, affiliates, agents, employees or contractors; (iii) the Gas prior to its delivery to Gatherer at the Interconnect; (iv) Customer’s title to the Gas or Customer’s right to tender and ship the Gas through Gatherer’s system; and/or (v) the Gas to the extent the claim, liability, or damage arises as a result of the quality of the Gas delivered by Customer or other condition of the Gas. Such indemnification shall include, but not be limited to, all costs and attorneys’ fees, whether or not such liability, loss, cost or damage results from any demand, claim, action, cause of action, or suit brought by Customer or by any person, association or entity, public or private, that is not a party to this Agreement.

ARTICLE 10
PRESSURE, GAS QUALITY AND HEATING VALUE

Section 10.1 Regulation. Gatherer may require regulation and shall require over-pressure protection at the Interconnect(s) under this Agreement. Such regulation shall ensure pressures compatible with Gatherer’s operating pressures in Gatherer’s system. Gatherer shall specify and/or approve the type of regulators to be used and, among other specifications, shall specify pressure ranges and operating settings. All costs associated with such equipment, including installation costs, shall be Customer’s responsibility, and any such costs borne or paid by Gatherer shall be reimbursed by Customer through the Construction and Installation Fee.

Section 10.2 Compression. Customer shall not use any mechanical means or accessory equipment to pump or compress Gas to aid its delivery into Gatherer’s system without the express prior written consent of Gatherer. Without limiting the foregoing, Customers utilizing compression upstream of the Interconnect meter set shall meet, at a minimum, the following safety criteria:

Compressor units must have low-pressure shutdown controls on the suction of the compressors to preclude drawing air into the system. If Customer desires to operate the suction system with less than a two (2) psig minimum inlet pressure, an oxygen sensor shall be installed on the inlet of the suction line so as to automatically shut down the system when oxygen is detected at levels above two thousand (2,000) parts per million (0.2%).

Section 10.3 Pressure in Gatherer’s System. Gatherer makes no representations or warranties concerning the pressure which will be maintained in its gathering system from time-to-time or with respect to any other factors which may affect the quantity of Gas which Customer may be able to deliver to or receive from Gatherer’s system. Gatherer reserves the right to upgrade, when necessary, pipeline operating pressures with no obligation to Customer, other than providing reasonable notification of such matters.

Section 10.4 Gas Quality. All Gas delivered through an Interconnect into Gatherer’s system shall at all times meet or exceed the quality and heat content requirements established by the operator of the downstream pipeline system on which the Gas is ultimately transported. Before Gatherer permits any flow of any amount of Gas into its system, Customer shall provide Gatherer with a certified gas analysis from a Gatherer-approved agency denoting that the Gas proposed to be delivered into Gatherer’s system meets and/or exceeds those requirements.

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Section 10.5 Temperature. Gas delivered through an Interconnect into Gatherer’s system shall not exceed 100°F. Gas having a temperature greater than 100°F may be delivered into Gatherer’s system only upon prior written approval by Gatherer.

Section 10.6 Monitoring. After initial deliveries are received, Gatherer reserves the right to periodically sample the Gas, or require Customer to acquire and install continuous, on-line monitoring equipment, at the Interconnect Facilities in order to validate the Gas quality. If the analysis indicates that Gatherer’s gas quality specifications are not being met, Gatherer reserves the right to shut off the deliveries and receipts indefinitely until Customer makes the necessary provisions to fully comply with the gas quality requirements and/or take such other action as may be available under this Agreement.

Section 10.7 Gas Taken and Co-mingled. Gatherer shall accept Gas taken and measured at the Interconnect in accordance with this Agreement. Such Gas shall be taken in its natural state, except as otherwise provided in this Agreement, subject to any modification thereof required by this Agreement, at the pressure of the Gas flowing from Customer’s facilities and discharging into Gatherer’s system, against the varying pressures from time to time maintained therein.

ARTICLE 11

MEASUREMENT FACILITIES

Section 11.1 Measurement Facilities. Gas delivered into Gatherer’s system through the Interconnect shall be measured at a site satisfactory to Gatherer using measurement equipment designated by Gatherer. The Parties acknowledge that all or some of the measurement and other appurtenant facilities required by this Agreement may not be in existence as of the date of execution of this Agreement. If the facilities required by this Agreement are not in existence as of the date of execution of this Agreement, the Parties shall work in good faith to install such facilities within ninety (90) days, or such other period as may be agreed to by the Parties in writing. The measurement facilities shall be designed, installed, operated, maintained and owned by (i) Gatherer, (ii) Customer or (iii) Customer’s designee, as mutually agreed and as set forth in Appendix A. Regardless of facilities ownership, however, Gatherer shall be the measuring party and shall read all meters. At any time after the termination of this Agreement, Gatherer shall have the right to remove its facilities. Customer shall be solely responsible for and shall bear the full costs of delivering Gas to the Interconnect.

Section 11.2 Pipeline Safety. Customer agrees to operate, maintain, test, and repair the meter set as a prudent operator in accordance with any and all applicable state regulatory regulations and requirements, and all other applicable industry codes and standards, all at Customer’s expense.

Section 11.3 Measurement Site Access. Customer shall provide Gatherer with the necessary rights-of-way, permits, and related surface rights, including the rights of ingress, egress and regress, necessary for Gatherer to access the Interconnect Facilities. Customer shall also provide, if required, a right-of-way necessary for the tie-in of the Interconnect Facilities to Gatherer’s facilities that is free of all costs and from all claims and liabilities for damages arising out of installation or the construction of the facility. Customer and Gatherer must agree

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beforehand to the location of the meter set and final tie-in location. The meter set shall be readily accessible, located in an area that is not susceptible to vehicular or other damage but as near as practical to the final tie-in point, and be enclosed within a locked fence or building. All costs associated with Customer’s obligations under this section shall be Customer’s responsibility, and any such costs borne or paid by Gatherer shall be reimbursed by Customer through the Construction and Installation Fee. To the extent that Gatherer is at any time required to pay for such rights-of-way or incur such costs or claims or liabilities, then such amounts and related expenses shall be reimbursed by Customer.

Section 11.4 Check Measurement. Customer may install, maintain and operate, at its sole cost and expense, check measuring equipment; provided, however, that such equipment shall be installed in a manner that will not interfere with the operation of the measuring equipment required by this Agreement.

Section 11.5 Orifice Meters. Orifice meters installed in such measuring stations shall be constructed and operated in accordance with American National Standard Institute (“ANSI”) standards, American Petroleum Institute (“API”) 2530, American Gas Association (“AGA”) AGA Report No. 3, Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent modifications and amendments thereto, and shall include the use of flange connections and, where necessary, straightening vanes, temperature correcting devices and pulsation dampening equipment.

Section 11.6 Positive Displacement Meters. Positive Displacement Meters installed at the measurement site shall be constructed and operated in accordance with provisions of AGA Measurement Committee Report No. 6 (AGA Report No. 6) dated January 1971, and any subsequent amendment or revisions thereof.

Section 11.7 Turbine Meters. Turbine Meters installed at the measurement site shall be constructed and operated in accordance with the provisions of AGA Measurement Committee Report No. 7 (AGA Report No. 7), First Revision, dated November 1984, and any subsequent modifications and amendments thereof.

Section 11.8 Electronics. When and where electronic equipment and flow computers are installed at the measurement site, the Gas may have its volume, mass and/or energy content determined and computed in accordance with the applicable AGA Standards including, but not limited to, AGA Report Nos. 3, 5, 6, and 7 and any subsequent modifications and amendments thereto.

Section 11.9 Notice. Gatherer shall give reasonable notice to Customer in order that Customer may have representatives present to observe any installing, reading, cleaning, changing, repairing, inspecting, testing, calibrating, or adjusting of the measuring equipment used in measuring or checking the measurement of receipts or deliveries of Gas under this Agreement. The official charts (recordings) from such measuring equipment shall be the property of Gatherer, but upon request Gatherer will make the records and charts, together with calculations therefrom, available to Customer for inspection and verification.

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Section 11.10 Testing and Calibration:

(a) Gatherer shall have the right, at any time, to verify the accuracy of and to adjust and calibrate all recording devices used in the measurement of Gas hereunder. Customer may request a special test be performed as described in Paragraph 12.11 below.

(b) If during any test of the measuring equipment, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly flow rate through each meter run in excess of two percent (2%) of the correct flow rate (whether positive or negative and using the correct flow rate as the percent error equation denominator), then any previous recording of such equipment shall be corrected to zero error in computing deliveries for any period during which the error existed (and which is either known definitely or agreed to by both Parties) and the total flow for the period predetermined in accordance with the provisions of Paragraph 2.10 below. If the period of error cannot be determined or agreed upon between the Parties, such correction shall be made over a period extending over the last one-half (1/2) of the time elapsed since the date of the latest test, not exceeding a correction period of six (6) months.

(c) If, during any test of the measuring equipment, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly flow rate which does not exceed two percent (2%) of the adjusted flow rate (as described in part (b) of this Paragraph), all prior recording shall be considered to be accurate for quantity determination purposes.

(d) All equipment shall, in any case, be adjusted at the time of the test to record correctly.

Section 11.11 Special Test. In the event Customer desires a special test (a test not scheduled by Gatherer under the provisions of Paragraph 12.10 above) of any measuring equipment, seventy-two (72) hours advance notice, in writing, shall be given to Gatherer and both Parties shall cooperate to secure a prompt test of the accuracy of such equipment. If the measuring equipment tested is found to fall under the provisions of Paragraph 12.10(c) above or if an inspection of the primary measurement equipment indicates no problems, Gatherer shall have the right to bill Customer for the cost of such special test, including the cost of the cost of any labor, gathering and other costs pertaining to such special test and Customer shall pay such costs.

Section 11.12 Measuring Adjustment. If, for any reason, any measurement equipment is (i) out of adjustment, (ii) out of service, or (iii) out of repair and the total calculated hourly flow rate through each meter run is found to be in error by an amount of the magnitude described in Paragraph 12.10(b) above, the total quantity of Gas delivered shall be determined by Gatherer in accordance with the first of the following methods which is, in Gatherer’s sole opinion, feasible:

(a) by using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as described in Paragraph 12.10 above);

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(b) where parallel multiple meter runs exist, by calculation using the registration of such parallel meter runs; provided that they are measuring Gas from upstream and downstream headers in common with the faulty metering equipment, are not controlled by separate regulators, and are accurately registering;

(d) by estimating the quantity, based upon deliveries made during periods of similar conditions when the meter was registering accurately.

Section 11.13 Measurement Corrections. If an error is discovered in the measured quantities, such error shall be adjusted within thirty (30) days of the determination thereof; provided, however, that any claim for adjustment shall be made within twenty-four (24) months of the delivery month in which the claimed error occurred. Such time limits shall not apply in the case of a deliberate act of omission or misrepresentation, or mutual mistake of fact.

Section 11.14 Termination. If Gatherer determines that Customer has tampered with the measurement equipment so as to misrepresent the actual volume of Gas delivered through the Interconnect, Gatherer has the right to immediately shut in the Interconnect for an indefinite period of time and may terminate this and any other Agreement(s) with Customer.

Section 11.15 Data and Records Retention. Gatherer and Customer shall retain and preserve for a period of at least two (2) years all measurement data, charts, and other similar records.

Section 11.16 Volume and Quality Determination. The measurement of the quantity and quality of all Gas received and delivered hereunder shall be conducted in accordance with the following:

(a) Unit of Volume. The unit of volume for measurement shall be one (1) cubic foot of gas. Such measured volumes, converted to Mcf, shall be multiplied by their Gross Heating Value per cubic foot and divided by 1,000 to determine MMBtus received and delivered hereunder.

(b) Orifice Meter Volume Computations. Computations of Gas Volumes from measurement data shall be made in accordance with ANSI/API2530 (AGA Report

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No. 3), Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent amendments or revisions.

(f) Assumed Atmospheric Pressure. An assumed atmospheric pressure as defined in Exhibit B for the respective Interconnect shall be utilized for measurement and calculation purposes, irrespective of any variation of the actual atmospheric pressure from the assumed atmospheric pressure.

(g) Gross Heating Value. At least yearly, the Gross Heating Value of the gas stream at each of the Interconnects hereunder shall be determined by using a Cutler-Hammer or other standard type calorimeter or by calculating the Gross Heating Value from an in-line chromatograph or a gas analysis of a spot or continuous gas sample. The spot or continuous sample shall be taken at a suitable point on the facilities to be representative of the Gas being analyzed.

(i) New Test Methods. If at any time during the term hereof a new method or technique is developed with respect to gas measurement, such new method or technique may be substituted for the method set forth in this Article when such methods or techniques are in accordance with the currently accepted standards of the American Gas Association, if mutually agreed upon by the Parties.

Section 11.17 Right of Inspections. Gatherer or Customer shall have the right to inspect equipment installed or furnished by the other or third party operators and the charts and other measurement or testing data of all such parties at all times during business hours; but the reading, calibration and adjustment of such equipment and changing of charts shall be done by Gatherer, or its designee, unless agreed to otherwise by the parties. Gatherer and Customer shall preserve all original test data, charts and other similar records in such party’s possession for a period of at least twenty-four (24) months.

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Section 11.18 Low Volumes for Receipt Points.

(a) In the event that Customer does not deliver to Gatherer an average of three (3) Mcf of Gas per day at each Interconnect into Gatherer’s system, during any ninety (90) consecutive day period, then Gatherer may, at its sole discretion, terminate the agreement as it relates to such Interconnect by giving Customer notice in writing thirty (30) days prior to the effective date of termination.

(b) In the event that the amount of Gas passing through any Interconnect is less than the facility minimum design requirements for accurate measurement, Gatherer has the right to shut-in service from Customer until (i) Customer has provided adequate Gas supply to meet such design requirements and has proven to Gatherer that such volumes exist, and/or (ii) the metering and related facilities have been redesigned and installed for effectively and efficiently measuring the revised volumes within the accuracy allowed and required by Gatherer.

ARTICLE 12
REGULATORY APPROVALS

Section 12.1 Initial Regulatory Filing Requirements. Both Gatherer and Customer are responsible for identifying and obtaining any governmental and/or regulatory approvals that may be required for construction and operation of the facilities contemplated by this Agreement.

Section 12.2 Change in Regulation Results in Material Adverse Effect. If any governmental agency, whether state, federal or local, takes any action or issues any determination that directly or indirectly results in a material adverse change to any provision of this Agreement, then the materially adversely affected Party (hereinafter “Affected Party”) may either:

(a) continue to fulfill its obligations under this Agreement as altered by the change in regulation; or

(b) shut in the affected Interconnect indefinitely and/or terminate this Agreement.

ARTICLE 13
ASSIGNMENT

Section 13.1 Assignment of this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors, permitted assigns, personal representatives, and heirs of the respective Parties hereto, and the covenants, conditions, rights and obligations of this Agreement shall run for the full term of this Agreement. No assignment of this Agreement, in whole or in part, will be made without the prior written consent of the non-assigning Party, which consent will not be unreasonably withheld or delayed; provided, either Party may transfer its interest to any parent or affiliate by assignment, merger or otherwise without the prior approval of the other Party. Any purported assignment made contrary to this Section 13.1 shall be void and of no legal force or effect. Upon any transfer and assumption, the transferor shall not be relieved of or discharged from any obligations hereunder.

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ARTICLE 14
NOTICE

Section 14.1 Notices. All communications, invoices and payments (“Notices”) required hereunder may be sent by facsimile, a nationally recognized overnight courier service, hand delivered or via first class mail.

Nora Gathering, LLC	Customer
225 North Shore Drive
Pittsburgh, Pennsylvania 15212

Attention: [Gas Management Services]	Attention:
Phone: [412-395-3228]	Phone:
Facsimile: [412-395-3311]	Facsimile:

Section 14.2 Receipt of Communications. Any notice required or permitted under this Agreement shall be in writing. Notice shall be deemed to have been received (i) when transmitted by facsimile (“FAX”) transmission, upon the sending Party’s receipt of its facsimile’s confirmation thereof, (ii) when sent by overnight mail or courier, on the next business day after it was sent or such earlier time as is confirmed by the receiving Party, (iii) when delivered by hand, at the time it is delivered to an officer or to a responsible employee of the receiving Party and (iv) when delivered via First Class Mail, two (2) business days after mailing. Any FAX communication shall be promptly confirmed by mail. Either Party may change its address, telephone number, or FAX number at any time by promptly giving notice of such change to the other Party. Either Party may prospectively modify any notice information specified above by written notice to the other Party.

ARTICLE 15

MISCELLANEOUS

Section 15.1 Choice of Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. Each of the Parties agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Federal Court for the Western District of Virginia (the “Chosen Court”) and, solely in connection with claims arising under this Agreement or the transactions contemplated hereby, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court, and (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over it. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the parties.

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Section 15.2 Construction of this Agreement. No presumption shall operate in favor of or against either Party as a result of any responsibility either Party may have had for drafting this Agreement.

Section 15.3 Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. As used herein, the singular of any term shall include the plural.

Section 15.4 Captions. The article and section captions of this Agreement are for purposes of reference only and shall not affect the meaning of any provision of this Agreement.

Section 15.5 Amendments. This Agreement may only be amended or modified by written instrument signed by the duly authorized representatives of Customer and Gatherer.

Section 15.6 Severability. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, invalid, unenforceable, or in conflict with any law of the Commonwealth of Virginia, the validity of the remaining provisions of this Agreement shall not be affected, and the rights and obligations of the Parties shall continue in full force and effect to the full extent permitted by law. If any provision of this Agreement is held invalid, illegal, unenforceable or in conflict with any Virginia law, the Parties shall meet promptly and negotiate in good faith a replacement provision to effectuate the intent of the Parties.

Section 15.7 Confidentiality.

(a) “Confidential information” shall mean all information that is furnished by any Party (the “Disclosing Party”) to any other Party in connection with the purposes of this Agreement (the “Receiving Party”), whether written or oral and in whatever form or medium it is provided and shall specifically include (i) this Agreement, and (ii) all data, records, oral discussions and information exchanged between the Parties.

(b) The following Information shall not be deemed to be Confidential Information and the provisions of this Section 15.7 shall not apply to: (i) information which is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement; (ii) information which becomes available to the Receiving Party on a non-confidential basis from a source other than a Disclosing Party if such Receiving Party had no reason to believe that such source was subject to any prohibition against transmitting the information to such Receiving Party; and (iii) information independently developed by the Receiving Party.

(c) For a period ending two (2) years after the expiration or termination of this Agreement, each Receiving Party shall not disclose any Confidential Information to any other Person without the consent of the Disclosing Party, other than: (i) to an actual or prospective financial advisor, lender, manager of an underwriting syndicate, legal counsel, consultant, contractor or subcontractor, in each case with a business need to be informed; (ii) to an actual or prospective purchaser of all or any portion of the capital securities or assets of such Party; (iii) to a Governmental Authority or a Person to which

Interconnect Agreement Number E- _____________

Meter Name _____________

the Disclosing Party or its Affiliate is required by Applicable Law or the applicable rules of any stock exchange or securities regulatory authority to disclose the Confidential Information; and (iv) to a natural gas purchaser, natural gas supplier, natural gas transporter, consultant, contractor, subcontractor or legal counsel, in each case with a business need to be informed.

(d) In case of a disclosure of Confidential Information to a third Person permitted by this Section 15.7, the Receiving Party disclosing such information shall ensure that such third Person has signed an agreement in writing or is otherwise bound by an obligation of confidentiality at least as restrictive as those contained in this Agreement to protect the Confidential Information from further disclosure to the same extent as the Parties are obligated under this Section 15.7, except in the case of any such Person which is prevented from entering into such an agreement in accordance with Applicable Law or disclosures permitted by Section 15.7(c)(iii).

(e) If a Party reasonably believes it or any of its representatives is required by Applicable Law or the applicable rules of any stock exchange or securities regulatory authority (whether requested by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand, similar law or legal process or otherwise) to disclose any Confidential Information, such Party shall promptly notify the other Parties of such requirement as soon as it becomes aware that such disclosure is required.

(f) The Parties recognize and agree that if any of the provisions of this Section 15.7 are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury may be caused for which money damages would not be an adequate remedy. Accordingly, each Party hereby agrees that, in addition to other remedies, the Parties shall be entitled to seek an injunction restraining any violation or threatened violation of the provisions of this Section 15.7 or to seek specific performance or other equitable relief to enforce the provisions of this Section 15.7.

Section 15.8 Audits.

(a) Accounting Audits: Gatherer shall have the right to audit Customer’s accounting records and other documents relating to materials delivered by or on behalf of Customer for Gatherer’s account for any calendar year within the twenty-four (24) month period following the end of such calendar year. This provision shall continue in full force and effect for a period of twenty-four (24) months from the effective date of cancellation or termination of this Agreement.

(b) Field Audits: Customer gives Gatherer permission to periodically come onto Customer’s property in order to audit those facilities used to deliver/receive Gas hereunder. Permission for ingress/egress includes personnel, vehicles, and other equipment deemed necessary by Gatherer. Gatherer has permission to perform all operating and maintenance functions associated with verifying the integrity and functionality of equipment, piping, and appurtenances. If, in Gatherer’s judgment,

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Meter Name _____________

modifications are necessary in order to assure proper operation of the equipment, Gatherer has permission to remove and/or replace pipe, fittings, and equipment at the Gatherer’s discretion and at the expense of the Customer.

Section 15.9 Waiver. Any waiver by either Party of performance due by the other Party under the terms of this Agreement shall not operate as a waiver of any or all of such Party’s rights with respect to all prior or subsequent obligations of the other Party.

Section 15.10 Entire Agreement. The entire agreement between the Parties shall include those provisions contained in this agreement and any effective Appendices (collectively “Agreement”). Each Appendix shall be executed by duly authorized representatives of Gatherer and Customer to signify acceptance of the terms and conditions set forth therein. Each duly executed Appendix is hereby incorporated into and made a part of this Agreement. In the event of a conflict between the terms of any Appendix and the terms of this Agreement, the terms of the Appendix shall govern.

This Agreement, as amended from time to time, constitutes the entire agreement between the Parties and supersedes all previous offers, negotiations, understandings and agreements between the Parties with respect to the subject matter hereof. There are no agreements, modifications, conditions or understandings, written or oral, expressed or implied, pertaining to the subject matter of this Agreement which are not contained in this Agreement.

[SIGNATURE PAGE FOLLOWS]

Interconnect Agreement Number E- _____________

Meter Name _____________

IN WITNESS WHEREOF, Gatherer and Customer have duly executed this Agreement to be effective as of the day and year first written above.

NORA GATHERING, LLC			<Customer>


Signature:			Signature:

Name:			Name:

Title:			Title:

Date:			Date:

Interconnect Agreement Number E- _____________

Meter Name _____________

NORA GATHERING, LLC
Interconnect Agreement
Appendix A

This Appendix A is a part of the Interconnect Agreement (“Agreement”) made and entered into on the day of , 20 by and between �� (“Customer”) with offices at , and Nora Gathering, LLC, a Pennsylvania limited partnership, with offices at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212 (“Gatherer”). This Appendix A, in conjunction with the Agreement, provides for the establishment of a new point of interconnection on Gatherer’s system at or near , in County, . As used in this Appendix, Gatherer and Customer are also referred to individually as a “Party” and collectively as the “Parties”.

Section 1 Specifications. Customer shall follow the “Minimum Engineering & Technical Specifications for Interconnect Facilities” set forth in Appendix B in designing and installing the proposed Interconnection Facilities. In addition to the minimum design specification and operating parameters set forth in Appendix B, the following specifications shall be followed:

(a) Maximum Allowable Operating Pressure (“MAOP”). The Gatherer’s MAOP at the point of delivery into line No. is currently psig. Accordingly, all Interconnection Facilities shall be designed with a psig minimum design pressure and ANSI rated fittings.

(b) Interconnect Location:

Section 2 Ownership. The Interconnect Facilities shall be owned by .

Section 3 Operation. The Interconnect Facilities shall be operated by .

Section 4 Construction and Installation Fee. Customer shall pay Gatherer a Construction and Installation Fee in the amount of .

Interconnect Agreement Number E- _____________

Meter Name _____________

IN WITNESS WHEREOF, Gatherer and Customer have duly executed this Appendix A, complete with any necessary attachments and as noted above, on this day of , 20 .

NORA GATHERING, LLC			<Customer>


Signature:			Signature:

Name:			Name:

Title:			Title:

Date:			Date:

Interconnect Agreement Number E- _____________

Meter Name _____________

NORA GATHERING, LLC
Gathering Interconnect Agreement
Minimum Engineering & Technical Specifications
for Interconnect Facilities

Appendix B

ARTICLE 1

DESIGN OF INTERCONNECT FACILITIES

Section 1.1 General. Customer shall be responsible for all aspects of the design and construction of the Interconnect, subject to the terms and conditions of the Interconnect Agreement, unless specifically noted otherwise by Gatherer.

Section 1.2 Materials. All material and equipment furnished for the Interconnect Facilities shall be new and shall satisfy (i) the generally accepted industry standards and (ii) the specifications set forth in Appendix A.

Section 1.3 Site/Land Acquisition

(a) Customer shall provide, if required, a right of way necessary for the tie-in of proposed Interconnect facilities to existing Gatherer-owned facilities that is free of all costs and from all claims and liabilities for damages arising out of installation or the construction of the facility. Customer shall provide Gatherer with the necessary rights-of-way, permits, and related surface rights including the rights of ingress, egress and regress necessary to access the Interconnect Facilities.

(b) Customer and Gatherer must agree beforehand to the location of the Interconnection as well as the final tie-in location.

(c) Customer shall satisfy itself as to the character and types of surface and subsurface materials to be encountered in construction of the Interconnect.

(d) Customer’s right-of-way shall be cleared of all debris and obstructions before the Interconnect Facilities are tied into the Gatherer’s facilities.

(e) The Interconnect Facilities shall be readily accessible, located in an area that is not susceptible to vehicular or other damage but as near as practical to the final tie-in point. Gatherer reserves the right to require that the Interconnect be enclosed within a locked fence or building.

(f) All costs associated with Customer’s obligations under this section shall be the Customer’s responsibility.

(g) To the extent that Gatherer is at any time required to pay for such rights-of-way or such costs or claims or liabilities, then such amounts and related

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Meter Name _____________

expenses shall be incorporated within the Initial Construction and Installation payment made under this Agreement.

Section 1.4 Inlet Filter. Filter/filter-separator facilities installed upstream of the Interconnect Facilities at receipt interconnects must be considered and based upon specific gas analysis.

Section 1.5 Freeze Prevention. In circumstances where heavier hydrocarbons and/or water vapor may be present within the gas stream, Customer shall incorporate freeze protection measures into the design of the Interconnect Facilities. The method and design of the freeze protection measures shall be submitted to the Gatherer for approval and no construction shall commence until such time as Customer receives written approval from Gatherer. If Customer’s freeze protection measures involve the use of natural gas for fuel, then the tap for such fuel supply line shall be made (i) upstream of the Interconnect, if the Interconnect is functioning as a receipt point into Gatherer’s system and/or (ii) downstream of the Interconnect, if the Interconnect is functioning as a delivery point from the Gatherer’s system, as the case may be, such that Customer bears the costs of the fuel. Freeze protection measures which may be acceptable to Gatherer include the following:

(a) Methanol Injection — should be installed downstream of meters

(b) Catalytic heaters / heat trace - for regulator bodies

(d) All gas provided and delivered to Gatherer shall have a temperature of no less than 45o F.

Section 1.6 Regulating and Overpressure Protection. Gatherer may require regulation and shall require over-pressure protection for receipt points under this Agreement. Such regulation shall deliver pressures suitable to pressures in Gatherer’s system. Gatherer shall specify and/or approve the type of regulators to be used and shall specify, pressure ranges, and operating settings.

(a) A pressure-limiting device shall be required whenever a pipeline system has the possibility of realizing pressures exceeding the Gatherer facility MAOP.

(b) Overpressure protection devices shall be set such that pressures may not exceed the maximum allowable operating pressure for the facility into which Customer is delivering Gas.

(c) Overpressure protection devices must be designed to prevent a single incident from affecting the operation of the Interconnect.

(d) Monitor regulators, or control valves, when feasible, should be used for overpressure protection.

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Meter Name _____________

(e) Monitor regulators shall consist of a stand-alone valve operating on a pneumatic signal taken directly from the pipeline.

(f) The monitor regulator shall fail open, unless specified otherwise by the Gatherer.

(g) If pilot loaded valves are used, the pilots shall not bleed when they are not operating. Pilot bleeds should be routed to downstream piping.

Section 1.7 Control Valves

(a) Control valves shall be sized using the highest flow rate compounded with the lowest delivery pressure.

(b) All flow control valves should be installed to fail in the open position or in the last set positions, as applicable.

(d) Downstream taps for pressure control valves shall be noted on detail drawings, and shall also possess a pressure transducer for stations designed with telemetry.

Section 1.8 Miscellaneous Valves and Piping

(a) Blowdown valves shall be installed to provide for venting of all sections.

(b) Meter header piping shall be sized for 1.5 times the total combined area of the total meter runs

(d) Piping shall be Standard Weight unless approved otherwise by Gatherer

Section 1.9 Emergency Valve. The design and installation shall include an emergency valve (ball valve preferred) located at least twenty-five (25) lineal feet (point to point) but not to exceed fifty (50) lineal feet from the tie-in with Gatherer’s pipeline facilities. The emergency valve shall be readily accessible, easily operated, and sufficiently marked for quick identification.

Section 1.10 Gatherer tie-in and tap sizing. Gatherer shall provide for the sizing and actual installation of tap for tie-in of interconnect to Gatherer facilities. Customer shall provide data necessary for the sizing of the tap.

Section 1.11 Gas Chromatograph. Auxiliary equipment may be required for measurement of Btu variations. Gatherer’s gas control department shall have the final decision as to the type of gas analysis required. An on-line chromatograph, designed for the specific type

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Meter Name _____________

of gas and gas content applicable to the Interconnect shall be typically required. When approved, in writing by Gatherer’s gas control department, a continuous sampler shall be required as an alternative to the on-line chromatograph.

Section 1.12 Dehydration. Gas received by Gatherer at interconnects shall contain a maximum water content of no more than seven (7) pounds per MMcf of gas. Customer shall consider the need for dehydration if water content exceeding this amount could be realized. Gatherer has final approval on the type of dehydration proposed by Customer. Gatherer has the right to discontinue and/or terminate any Agreement whereas water content of gas delivered exceeds this specified limit.

Section 1.13 Dew Point Tester. When deemed necessary by Gatherer, Customer shall incorporate an on-line dew point tester as part of the Interconnect Facilities. The unit shall be set such that any gas volumes detecting water content levels in excess of contractual specifications shall result in the automated closure of an in-line valve thereby preventing further delivery of gas into system. Valve shall remain closed until an acceptable water moisture content of the gas can be provided.

Section 1.14 Corrosion Coupon Tap. When specified by Gatherer, Customer shall provide for an in-line valve tap for installing corrosion coupons.

Section 1.15 Check Valve. All interconnects shall be installed with a check valve of some type so as to assure gas flow in the direction proposed by the Agreement.

ARTICLE 2

INSTALLATION, TESTING, and INSPECTION

Section 2.1 Testing

(a) All facilities shall be tested in accordance with specifications provided by Gatherer. Gatherer shall specify minimum test pressure and test duration. Tests shall be conducted using a recording chart of which Gatherer shall receive original or a clear copy of the original test chart.

(b) Gatherer shall not activate the Interconnect until a copy (or original) of the test chart has been received and approved.

Section 2.2 Inspection

(a) Gatherer reserves the right to inspect all facilities during installation.

(b) Prior to startup of construction, three days notice shall be provided to Gatherer

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Meter Name _____________

(d) Customer shall be responsible for all expenses, including inspection by Gatherer, relative to construction inspections of facility.

EXHIBIT H

FORM OF MEMBER INTERCONNECT AGREEMENT

[See attached.]

H-1

MEMBERS INTERCONNECT AGREEMENT

BETWEEN

NORA GATHERING, LLC

AS GATHERER,

AND

EQUITABLE PRODUCTION COMPANY

AS CUSTOMER,

Dated as of , 2007

Interconnect Agreement Number E- _____________

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS		1
Section 1.1	Definitions	1

ARTICLE 2 PURPOSE AND PROCEDURES FOR DESIGN, APPROVAL, INSTALLATION AND ACTIVATION OF FACILITIES		3
Section 2.1	Agreement	3
Section 2.2	Base Agreement	3
Section 2.3	Application	3
Section 2.4	Design Specifications	3
Section 2.5	Installation	3
Section 2.6	Activation of Facilities	4

ARTICLE 3 INTERCONNECT FACILITIES		4
Section 3.1	Interconnect Facilities	4
Section 3.2	Debris and Obstructions	4

ARTICLE 4 OWNERSHIP OF INTERCONNECT FACILITIES		4
Section 4.1	Gatherer’s Facilities	4
Section 4.2	Customer’s Facilities	4

ARTICLE 5 INTERCONNECTION OPERATIONS		5
Section 5.1	Commencement of Operation	5
Section 5.2	Gathering Obligations	5
Section 5.3	Environmental Responsibility	5
Section 5.4	Facility Improvements	6
Section 5.5	Shut-In	6
Section 5.6	Notice of Maintenance or Repairs	6
Section 5.7	Facilities Abandonment	6

ARTICLE 6 TERM		6
Section 6.1	Term	6
Section 6.2	Disconnection	6

ARTICLE 7 BILLING AND PAYMENT		7
Section 7.1	Quantities Deemed Conclusive	7
Section 7.2	Remedies for Adverse Claims	7

ARTICLE 8 OPERATIONAL COSTS TO BE BORNE BY CUSTOMER		7
Section 8.1	Gas Quality and Monitoring Costs	7
Section 8.2	Customer Facilities Costs	7

ARTICLE 9 FAILURE TO PERFORM		7
Section 9.1	Suspension	7
Section 9.2	Damages	8

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Section 9.3	Indemnity	8

ARTICLE 10 PRESSURE, GAS QUALITY AND HEATING VALUE		8
Section 10.1	Regulation	8
Section 10.2	Compression	9
Section 10.3	Pressure in Gatherer’s System	9
Section 10.4	Gas Quality	9
Section 10.5	Temperature	9
Section 10.6	Monitoring	9
Section 10.7	Gas Taken and Co-mingled	10

ARTICLE 11 MEASUREMENT FACILITIES		10
Section 11.1	Measurement Facilities	10
Section 11.2	Pipeline Safety	10
Section 11.3	Measurement Site Access	10
Section 11.4	Check Measurement	11
Section 11.5	Orifice Meters	11
Section 11.6	Positive Displacement Meters	11
Section 11.7	Turbine Meters	11
Section 11.8	Electronics	11
Section 11.9	Notice	11
Section 11.10	Testing and Calibration	12
Section 11.11	Special Test	12
Section 11.12	Measuring Adjustment	12
Section 11.13	Measurement Corrections	13
Section 11.14	Termination	13
Section 11.15	Data and Records Retention	13
Section 11.16	Volume and Quality Determination	13
Section 11.17	Right of Inspections	14
Section 11.18	Low Volumes for Receipt Points	15

ARTICLE 12 REGULATORY APPROVALS		15
Section 12.1	Initial Regulatory Filing Requirements	15
Section 12.2	Change in Regulation Results in Material Adverse Effect	15

ARTICLE 13 ASSIGNMENT		16
Section 13.1	Assignment of this Agreement	16

ARTICLE 14 NOTICE		16
Section 14.1	Notices	16
Section 14.2	Receipt of Communications	16

ARTICLE 15 MISCELLANEOUS		17
Section 15.1	Choice of Law	17
Section 15.2	Construction of this Agreement	17
Section 15.3	Execution	17

Interconnect Agreement Number E- _____________

Section 15.4	Captions	17
Section 15.5	Amendments	17
Section 15.6	Entire Agreement	17
Section 15.7	Severability	18
Section 15.8	Confidentiality	18
Section 15.9	Audits	19
Section 15.10	Waiver	20
Section 15.11	No Third Party Beneficiary	20

iii

Interconnect Agreement Number E- _____________

NORA GATHERING, LLC
MEMBERS INTERCONNECT AGREEMENT

THIS MEMBERS INTERCONNECT AGREEMENT (this “Agreement”) is entered into this day of , 2007, by and between NORA GATHERING, LLC, a Delaware limited liability company with an office located at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212-5861 (hereinafter referred to as “Gatherer”), and EQUITABLE PRODUCTION COMPANY, a Pennsylvania corporation with an office at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212-5861 (hereinafter referred to as “Customer”). Gatherer and Customer are also referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Gatherer owns and operates certain natural gas gathering lines located in the Commonwealth of Virginia; and

WHEREAS, Customer is a member of Gatherer and has available certain supplies of natural gas (in which it and/or another member of Gatherer and any co-owners in any the wells producing such natural gas own an interest within the Nora Field, as defined in that certain Contribution Agreement dated , 2007 among Customer, Equitable Gathering Equity, LLC, Pine Mountain Oil and Gas, Inc. and Gatherer) which it desires to deliver or have delivered into Gatherer’s natural gas gathering lines.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Gatherer and Customer hereby agree as follows.

ARTICLE 1
DEFINITIONS

Section 1.1 Definitions. For the purposes of this Agreement, the following terms, when capitalized herein, shall have the meanings set forth below:

(a) “Applicable Law” means all laws, statutes, rules, regulations, ordinances, orders, requirements and codes of Governmental Authorities.

(b) “Authorizations” means any and all approvals, permits, licenses, franchises, or other authorizations required by any Governmental Authority which are necessary for the performance of a Party’s obligations hereunder.

(c) “Btu” means the amount of heat required to raise the temperature of one avoirdupois pound of pure water from fifty-eight and five-tenths degrees (58.5) Fahrenheit to fifty-nine and five-tenths degrees (59.5) Fahrenheit at a constant pressure of fourteen and seventy-three hundredths (14.73) Psia. Where appropriate, Btu shall mean the plural of the aforementioned definition.

Interconnect Agreement Number E- _____________

(d) “Construction and Installation Fee” means the actual costs incurred by Gatherer (including labor, tools, materials, equipment and overhead expenses incurred by Gatherer) for the development, design, construction and completion activities for the Interconnect Facilities.

(e) “Custody Transfer Point” means the inlet flange of the meter with respect to any Interconnect.

(f) “Customer Interconnect Facilities” means each Interconnect Facilities situated upstream of any Custody Transfer Point.

(g) “Dry Gas” means Gas containing no water vapor.

(h) “Existing Interconnects” means the Interconnects currently existing as of the date of this Agreement.

(i) “Gas” means a mixture of hydrocarbon and nonhydrocarbon gases, and shall include casinghead gas produced with crude oil, gas produced from gas wells, including coalbed methane wells, and residue gas resulting from processing both casinghead gas and gas well gas.

(j) “Gatherer Interconnect Facilities” means each Interconnect Facilities situated downstream of the Custody Transfer Point.

(k) “Governmental Authority” means any government and/or any political subdivision thereof, including departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

(l) “Gross Heating Value” means the number of Btu’s liberated by the complete combustion of constant pressure of one (1) cubic foot of Dry Gas, at a base temperature of sixty (60) degrees Fahrenheit and a referenced pressure base of fourteen and seventy-three hundredths (14.73) Psia, with air of the same temperature and pressure of the Gas, after products of combustion are cooled to the initial temperature of the Gas, and after the water of the combustion is condensed to a liquid state. The Gross Heating Value of the Gas shall be corrected for the water vapor content of the Gas being delivered; provided, however that if the water vapor content of the Gas is seven (7) pounds or less per one million (1,000,000) cubic feet, the Gas shall be deemed to be dry and no correction will be made.

(m) “Interconnect” means each point of interconnection between each Well and the Gatherer’s natural gas gathering lines as set forth in the Appendices attached hereto, as amended and/or supplemented from time-to-time.

(n) “Interconnect Facilities” is defined in Section 3.1 of this Agreement.

(o) “Mcf” means one thousand (1,000) cubic feet of Gas.

Interconnect Agreement Number E- _____________

(p) “MMBtu” means one million (1,000,000) Btu’s.

(q) “Well” means a well in which Customer (and/or a member of Gatherer for which Customer is marketing Gas) has a working interest.

ARTICLE 2
PURPOSE AND PROCEDURES FOR DESIGN, APPROVAL, INSTALLATION AND
ACTIVATION OF FACILITIES

Section 2.1 Agreement. This Agreement establishes the general terms and conditions under which Customer and Gatherer will provide for (i) the proper design, installation, operation, maintenance and cost responsibility for new Interconnects and corresponding Interconnect Facilities and (ii) the proper operation, maintenance and cost responsibility for Existing Interconnects.

Section 2.2 Base Agreement. Customer and Gatherer may utilize this Agreement as a vehicle for establishing multiple Interconnects between Gatherer’s natural gas gathering lines and Customer’s Wells. The specifications for individual Interconnect Facilities (other than Existing Interconnects) will be established in a separate appendix (hereinafter “Appendix” or “Appendices”) in the form attached hereto.

Section 2.3 Application. Customer shall provide complete and accurate information to Gatherer in connection with any request for a proposed new Interconnect, which information shall include, at a minimum, (i) the location of such Interconnect and associated Interconnect Facilities, (ii) the proposed maximum allowable operating pressure at the Interconnect, (iii) the desired date for completion of such Interconnect, (iv) Customer’s estimated maximum, minimum and average volumes of Gas to be delivered through such Interconnect on a daily basis and (v) Customer’s estimated maximum, minimum and average delivery/receipt pressures through such Interconnect.

Section 2.4 Design Specifications. (a) Customer shall submit to Gatherer for Gatherer’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) complete design specifications for each proposed Customer Interconnect Facilities prior to site work or construction of any such facilities. Customer agrees to make those changes to such design and construction plans as Gatherer, in its reasonable discretion, believes are necessary for the safe and reliable delivery of Gas into Gatherer’s natural gas gathering lines. Gatherer shall promptly signify its approval by returning one set of drawings noted as “APPROVED”. If approval of such proposed Customer Interconnect Facilities is initially denied, the Parties shall meet to discuss any necessary modifications to the design of such Customer Interconnect Facilities.

(b) Gatherer shall submit to Customer complete design specifications for each proposed Gatherer Interconnect Facilities.

Section 2.5 Installation. Upon Gatherer’s approval of the drawings and design for Customer Interconnect Facilities, Customer and Gatherer shall promptly coordinate the scheduling of construction and installation of each (a) Customer Interconnect Facilities by

Interconnect Agreement Number E- _____________

Customer and (b) Gatherer Interconnect Facilities by Gatherer. Gatherer shall have no obligation to commence construction or installation work on any Gatherer Interconnect Facilities until Customer has satisfied all of its prerequisite obligations under this Agreement.

Section 2.6 Activation of Facilities. Activation of each Interconnect shall be contingent upon readiness of Gatherer’s gas control department (which shall not unreasonably delay activation of such Interconnect), as well as completion of all construction and installation activities as specified and agreed upon by and between Gatherer and Customer. Gatherer shall notify Customer when such Interconnect is activated. Gatherer acknowledges that the Existing Interconnects and associated facilities are currently activated for deliveries of Gas.

ARTICLE 3
INTERCONNECT FACILITIES

Section 3.1 Interconnect Facilities. Each Interconnect facilities (other than for Existing Interconnects) shall be comprised of equipment which includes (i) gas measurement equipment, (ii) overpressure protection, (iii) certain interconnect piping facilities including a check valve and an insulated/welded tie-in connection and (iv) such other facilities as may be reasonably required by Gatherer (collectively “Interconnect Facilities”) at each Interconnect, and shall include the Customer Interconnect Facilities and the Gatherer Interconnect Facilities. Notwithstanding the foregoing, the Interconnect Facilities shall not include the pipelines and equipment upstream of the meter for each Interconnect unless required by Gatherer as part of the design specifications for the applicable Customer Interconnect Facilities. The Customer Interconnect Facilities shall be designed, installed, operated, maintained and owned by Customer, and the Gatherer Interconnect Facilities shall be designed, installed, operated, maintained and owned by Gatherer, as agreed and as set forth in Appendix A. The minimum engineering and technical specifications for each Interconnect Facilities are further detailed in Appendix B. All costs associated with any Interconnect Facilities shall be Customer’s responsibility, and any such costs borne or paid by Gatherer shall be reimbursed by Customer through the Construction and Installation Fee.

Section 3.2 Debris and Obstructions. Each Customer Interconnect Facilities shall be cleared of all debris, obstructions and contaminants before they are connected to any Gatherer Interconnect Facilities.

ARTICLE 4
OWNERSHIP OF INTERCONNECT FACILITIES

Section 4.1 Gatherer’s Facilities. Gatherer shall own, and Gatherer shall design, install, operate and maintain each Gatherer Interconnect Facilities, as more specifically described in Appendix A.

Section 4.2 Customer’s Facilities. Customer shall own (on its behalf and on behalf of any co-owners in the applicable Well), and Customer shall design, install, operate and maintain each Customer Interconnect Facilities, as more specifically described in Appendix A.

Interconnect Agreement Number E- _____________

ARTICLE 5

INTERCONNECTION OPERATIONS

Section 5.1 Commencement of Operation. Provided that Customer has notified Gatherer, in writing, that the applicable Customer Interconnect Facilities are complete, then Gatherer shall notify Customer, in writing, when the associated Interconnect Facilities are complete, tested and ready for activation. Unless otherwise instructed by Gatherer, receipts and/or deliveries of Gas at such Interconnect Facilities may commence as soon as all Authorizations have been granted, the necessary facilities have been completed, a gathering agreement is in place with Customer or its purchaser of such Gas and Customer has satisfied the material terms and conditions of this Agreement. Gatherer shall be responsible for the coordination, installation, testing, and physical final tie-in of each Interconnect Facilities to Gatherer’s natural gas gathering lines. Gatherer shall develop, coordinate, and oversee all operations associated with purging the meter set and piping into service. All such tie-in activities shall be Customer’s financial responsibility, and any such costs borne or paid by Gatherer shall be reimbursed by Customer through the Construction and Installation Fee.

Section 5.2 Gathering Obligations. Customer will deliver its Gas at the Custody Transfer Point on each Interconnect to its purchaser of such Gas (or if Customer is marketing such Gas, to Gatherer) and Gatherer will receive Gas from such purchaser at such Custody Transfer Point (or if Customer is marketing such Gas, from Customer), provided that Customer or any party utilizing such Interconnect on behalf of Customer (including Customer’s purchaser of such Gas), has entered into a valid gathering agreement with Gatherer. Notwithstanding anything in this Agreement to the contrary, delivery of Gas by Customer to its purchaser at the Custody Transfer Point shall not diminish, alleviate or alter any Customer’s obligations hereunder. If Customer is selling its Gas to its purchaser at the Custody Transfer Point, Customer agrees that if Gas is delivered at the Custody Transfer Point and its purchaser fails to nominate deliveries of such Gas, it shall not claim that Gatherer has converted or stolen such Gas.

Section 5.3 Environmental Responsibility. Each Party represents that no hazardous substance as that term is defined in the Federal Comprehensive Environmental Response Compensation Liability Act (CERCLA), petroleum or petroleum products, “asbestos material” as that term is defined in 40 CFR 61.41 (1987), polychlorinated biphenyls (PCBs), or “solid waste” as that term is defined in the Federal Resource Conservation Recovery Act (RCRA), will be leaked, spilled, deposited or otherwise released by either Party on the other Party’s property. In the event that any of said above referenced materials are discovered on said property, the discovering Party shall immediately notify the other Party of the discovery and existence of said materials. In the event of either Party’s breach of the warranty contained in this Section, as between the Parties hereto the full responsibility for the proper handling, remediation, treatment, storage or disposal of any such hazardous substance, petroleum or petroleum product, asbestos material, PCBs or solid waste discovered on said property, including the handling of such materials in compliance with all environmental laws including federal, state and local laws, rules and regulations, shall remain with such Party who is responsible for the leak, spill, deposit or release, and such Party shall indemnify the other Party for any loss, cost, injury, damage to persons or property, or fines, penalties or compliance order issued by any Governmental

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Authority relating to pollution or protection of the environment, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, waste petroleum, toxic substances and hazardous substances occurring on said property. This Section shall survive the termination of this Agreement.

Section 5.4 Facility Improvements. Gatherer retains the unilateral right to change the operation of its natural gas gathering lines and/or upgrade its system. Such operational changes may require the adjustment and/or addition of equipment and facilities by Customer in order to maintain delivery of Gas volumes that it desires to deliver at each Custody Transfer Point. As between the Parties, the cost of any such adjustment and/or addition of equipment and facilities requirements will be borne entirely by Customer.

Section 5.5 Shut-In. Gatherer retains the unilateral right to immediately shut-in or cause Customer to shut-in any Interconnect the continued operation of which, in Gatherer’s sole and reasonable judgment, threatens the integrity and safe operation of Gatherer’s natural gas gathering lines.

Section 5.6 Notice of Maintenance or Repairs. To the extent possible, each Party shall advise the other Party in writing at least fifteen (15) calendar days before taking any of its Interconnect Facilities out of service for maintenance or repairs lasting more than seven (7) calendar days. After all maintenance and repairs have been completed, the Party making repairs shall immediately reconnect such Interconnect Facilities and resume service (subject to, in the case of maintenance or repairs by Customer to any Customer Interconnect Facilities, two (2) business days’ advance notification to Gatherer).

Section 5.7 Facilities Abandonment. In the event Gatherer, in its reasonable discretion because of operational reasons, surface rights issues or reasons of third party constraints, should ever abandon, retire or cease to operate, in whole or in part, its natural gas gathering lines, then Gatherer may, in its sole and reasonable discretion, and without further obligation, terminate this Agreement, as it relates to the Interconnects utilizing such lines, upon not less than sixty (60) calendar days’ prior written notice to Customer.

ARTICLE 6

TERM

Section 6.1 Term. The term of this Agreement shall commence on , 2007 regardless of when executed, and shall continue for a term of ten (10) years (the “Initial Term”). Unless either Party provides not less than sixty (60) days prior written notice to the other Party on or before the expiration of the Initial Term, or if applicable the anniversary date of the Initial Term, the term of this Agreement shall be automatically extended for additional one-year periods. The obligations of Customer to indemnify Gatherer pursuant hereto shall survive the termination or cancellation of this Agreement and the Appendices.

Section 6.2 Disconnection. In the event either Party desires to disconnect the Customer Interconnect Facilities from the Gatherer Interconnect Facilities, the initiating Party

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shall tender not less than sixty (60) calendar days advance written notice to the other Party of such intent, and upon such disconnection of facilities, this Agreement shall terminate with respect to the Interconnect associated with such Interconnect Facilities. The Parties agree that such disconnection shall not occur during the Initial Term, unless mutually agreed by both Parties or mandated by an action of any Governmental Authority. Each Party shall be responsible for all costs of abandonment and/or removal of their respective facilities. Any disconnection shall be in accordance with the requirements of any Governmental Authority having jurisdiction.

ARTICLE 7

BILLING AND PAYMENT

Section 7.1 Quantities Deemed Conclusive. Gatherer’s statement of the total quantity of Gas received at the Custody Transfer Point from Customer during any month shall be deemed conclusive unless Customer forwards an objection to Gatherer in writing within twenty-four (24) months after the receipt of Gatherer’s statement.

Section 7.2 Remedies for Adverse Claims. In the event of any adverse claim to any Gas received under this Agreement, or any part thereof, is made by any person, Gatherer may refuse to receive such Gas under this Agreement until the dispute is settled by agreement between Customer and such person or by a decree of a court of competent jurisdiction.

ARTICLE 8

OPERATIONAL COSTS TO BE BORNE BY CUSTOMER

Section 8.1 Gas Quality and Monitoring Costs. As between the Parties, Customer shall be solely responsible for all costs and charges associated with the installation, operation and maintenance of Customer Interconnect Facilities required to monitor, ensure and maintain the quality of Gas delivered by Customer at a Custody Transfer Point and all costs associated with quality remediation. Gatherer shall have access to facilities and all devices and shall have the right, but not the obligation, to operate such facilities and devices.

Section 8.2 Customer Facilities Costs. As between the Parties, Customer shall be solely responsible for all costs and charges associated with monitoring, ensuring and maintaining the safe and reliable operation of each Customer Interconnect Facilities. Gatherer reserves the right to refuse receipts and/or deliveries of Gas through any Interconnect hereunder if Gatherer, in its sole and reasonable judgment, deems the operation of Customer’s facilities to be harmful to Gatherer’s natural gas gathering lines.

ARTICLE 9
FAILURE TO PERFORM

Section 9.1 Suspension. If Customer fails to materially comply with any of the covenants contained in this Agreement with respect to any Interconnect, Gatherer may refuse to allow Gas to flow through such Interconnect until, in Gatherer’s sole and reasonable opinion, Customer is materially complying with all of the terms and conditions of this Agreement with respect to such Interconnect. Gatherer, in its sole judgment, shall have the right to shut-in any

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Interconnect immediately if any equipment with respect thereto is not operating properly, an overpressure condition with respect thereto exists, design limitations with respect thereto are exceeded, or safe operating conditions with respect thereto are compromised. Furthermore, Gatherer has the right to keep such Interconnect shut-in until Customer makes the necessary provisions to rectify the situation. If the aforementioned conditions repeatedly arise, Gatherer has the right to shut-in such Interconnect affected thereby indefinitely, and/or terminate this Agreement with respect to such Interconnect.

If any dispute between Customer and Gatherer results in third-party litigation (i.e. litigation other than between Customer and Gatherer), Gatherer may interplead all claimants that have an interest in such dispute, including Customer.

Section 9.2 Damages. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE, EITHER UNDER THIS ARTICLE IX OR UNDER ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

Section 9.3 Indemnity. Customer agrees to indemnify, hold harmless and provide a defense for Gatherer, its officers, directors, members, affiliates, agents, employees and contractors against any liability, loss, cost or damage whatsoever (including, without limitation, claims for royalties, taxes, fees or other charges) occurring in connection with or relating in any way to (i) breach of this Agreement by Customer; (ii) the negligence or other tortious act(s) or omission(s) by Customer, its officers, directors, affiliates (other than Gatherer), agents, employees or contractors; (iii) the Gas prior to its delivery at the Custody Transfer Point; (iv) Customer’s title to the Gas upon delivery at the Custody Transfer Point; and/or (v) the Gas to the extent the claim, liability, or damage arises as a result of the quality of the Gas delivered by Customer or other condition of the Gas. Such indemnification shall include, but not be limited to, all costs and attorneys’ fees, whether or not such liability, loss, cost or damage results from any demand, claim, action, cause of action, or suit brought by Customer or by any person, association or entity, public or private, that is not a Party to this Agreement.

ARTICLE 10
PRESSURE, GAS QUALITY AND HEATING VALUE

Section 10.1 Regulation. Gatherer may require regulation and shall require over-pressure protection at each Interconnect under this Agreement. Such regulation shall ensure pressures compatible with Gatherer’s operating pressures in Gatherer’s natural gas gathering lines. Gatherer shall specify and/or approve the type of regulators to be used and, among other

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specifications, shall specify pressure ranges and operating settings. All costs associated with such equipment, including installation costs, shall be Customer’s responsibility, and any such costs borne or paid by Gatherer shall be reimbursed by Customer through the Construction and Installation Fee.

Section 10.2 Compression. Customer shall not use any mechanical means or accessory equipment to pump or compress Gas to aid its delivery at any Custody Transfer Point without the express prior written consent of Gatherer (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting the foregoing, any compression utilized at, or immediately upstream of, the Interconnect shall meet, at a minimum, the following safety criteria:

Section 10.3 Pressure in Gatherer’s System. Gatherer makes no representations or warranties concerning the pressure which will be maintained in its natural gas gathering lines from time-to-time or with respect to any other factors which may affect the quantity of Gas which Customer may be able to deliver at the Custody Transfer Point. Gatherer reserves the right to upgrade, when necessary, pipeline operating pressures with no obligation to Customer, other than providing reasonable notification of such matters.

Section 10.4 Gas Quality. All Gas delivered by Customer at the Custody Transfer Point shall at all times conform to the gas quality and heat content requirements established by the applicable downstream receiver or transporter of such Gas, and such other gas quality and heat content standards as Gatherer may reasonably impose. In the event that the downstream receiver or transporter of the Gas is subject to a valid FERC Gas Tariff, the Gas delivered by Customer at the Custody Transfer Point shall at all times conform to the quality provisions of such FERC Gas Tariff, which provisions are incorporated herein by reference. Before Gatherer permits any flow of any amount of Gas into its system,. Customer shall provide Gatherer with a certified gas analysis from a Gatherer-approved agency denoting that the Gas proposed to be delivered at the Custody Transfer Point meets and/or exceeds those requirements.

Section 10.5 Temperature. Gas delivered at the Custody Transfer Point by Customer shall not exceed one hundred degrees Fahrenheit (100°F). Gas having a temperature greater than one hundred degrees Fahrenheit (100°F) may be delivered at the Custody Transfer Point only upon prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed) by Gatherer.

Section 10.6 Monitoring. After initial deliveries are received, Gatherer reserves the right to annually sample Customer’s Gas (to the extent not sampled under the gathering agreement covering such Gas), or, if reasonable, require Customer to acquire and install continuous, on-line monitoring equipment, at the applicable Interconnect Facilities in order to

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validate the gas quality. If the analysis indicates that Gatherer’s Gas quality specifications are not being met, Gatherer reserves the right to shut-in deliveries at such Interconnect Facilities indefinitely until Customer makes the necessary provisions to fully comply with the gas quality requirements and/or take such other action as may be available under this Agreement.

Section 10.7 Gas Taken and Co-mingled. Gatherer shall accept Gas taken at each Custody Transfer Point in accordance with this Agreement. Such Gas shall be taken in its natural state, except as otherwise provided in this Agreement, at the pressure of the Gas flowing from Customer’s Interconnect Facilities and discharging at the Custody Transfer Point, against the varying pressures from time to time maintained therein. From the time Customer’s Gas is received at the Custody Transfer Point, Gatherer shall have the right to commingle such Gas with other Gas in its natural gas gathering lines.

ARTICLE 11

MEASUREMENT FACILITIES

Section 11.1 Measurement Facilities. Gas delivered by Customer at the Custody Transfer Point shall be measured at a site satisfactory to Gatherer using measurement equipment designated by Gatherer. The Parties acknowledge that all or some of the measurement and other appurtenant facilities required by this Agreement may not be in existence as of the date of execution of this Agreement. If the facilities required by this Agreement are not in existence as of the date of execution of this Agreement, the Parties shall work in good faith to install such facilities within ninety (90) calendar days, or such other period as may be agreed to by the Parties in writing. The measurement facilities shall be designed, installed, operated, maintained and owned by Gatherer as set forth in Appendix A, and such measurement facilities shall be a part of the Gatherer Interconnect Facilities. Gatherer shall be the measuring party and shall read all meters. At any time after the termination of this Agreement, Gatherer shall have the right to remove its facilities. Customer shall be solely responsible for and shall bear the full costs of delivering Gas to the Custody Transfer Point.

Section 11.2 Pipeline Safety. Gatherer agrees to operate, maintain, test, and repair the Gatherer Interconnect Facilities as a prudent operator in accordance with any and all applicable state regulatory regulations and requirements, and all other applicable industry codes and standards, all at Customer’s expense.

Section 11.3 Measurement Site Access. Except with respect to lands covered by that certain Easement Agreement of even date herewith between Pine Mountain Oil and Gas, Inc. and Gatherer, Customer shall provide Gatherer with the necessary rights-of-way, permits, and related surface rights, including the rights of ingress, egress and regress, necessary for Gatherer to construct operate and maintain each Gatherer Interconnect Facilities, to tie-in such Interconnect Facilities and to access each Customer Interconnect Facilities, (in each case) free of all costs and from all claims and liabilities for damages arising out of the installation or the construction of such facilities. Customer and Gatherer must agree beforehand to the location of the meter set and final tie-in location. Customer shall satisfy itself as to the character and types of surface and subsurface materials to be encountered in construction of each Interconnect Facilities. Customer’s right-of-way shall be cleared of all debris and obstructions before the Customer

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Interconnect Facilities are tied into the Gatherer Interconnect Facilities. The meter set associated with such Interconnect Facilities shall be readily accessible, located in an area that is not susceptible to vehicular or other damage but as near as practical to the final tie-in point, and be enclosed within a locked fence or building. All costs associated with Customer’s obligations under this section shall be Customer’s responsibility, and any such costs borne or paid by Gatherer shall be reimbursed by Customer through the Construction and Installation Fee. To the extent that Gatherer is at any time required to pay for such rights-of-way or incur such costs or claims or liabilities, then such amounts and related expenses shall be reimbursed by Customer via the Construction and Installation Fee.

Section 11.4 Check Measurement. Customer may install, maintain and operate, at its sole cost and expense, check measuring equipment in connection with the Customer Interconnect Facilities; provided, however, that such equipment shall be installed in a manner that will not interfere with the operation of the measuring equipment required by this Agreement.

Section 11.5 Orifice Meters. Orifice meters installed at any measurement site shall be constructed and operated in accordance with American National Standard Institute (“ANSI”) standards, American Petroleum Institute (“API”) 2530, American Gas Association (“AGA”) AGA Report No. 3, Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent modifications and amendments thereto, and shall include the use of flange connections and, where necessary, straightening vanes, temperature correcting devices and pulsation dampening equipment.

Section 11.6 Positive Displacement Meters. Positive Displacement Meters installed at any measurement site shall be constructed and operated in accordance with provisions of AGA Measurement Committee Report No. 6 (AGA Report No. 6) dated January 1971, and any subsequent amendment or revisions thereof.

Section 11.7 Turbine Meters. Turbine Meters installed at any measurement site shall be constructed and operated in accordance with the provisions of AGA Measurement Committee Report No. 7 (AGA Report No. 7), First Revision, dated November 1984, and any subsequent modifications and amendments thereof.

Section 11.8 Electronics. When and where electronic equipment and flow computers are installed at any measurement site, the Gas may have its volume, mass and/or energy content determined and computed in accordance with the applicable AGA Standards including, but not limited to, AGA Report Nos. 3, 5, 6, and 7 and any subsequent modifications and amendments thereto.

Section 11.9 Notice. Gatherer shall give reasonable notice to Customer in order that Customer may have representatives present to observe any installing, reading, cleaning, changing, repairing, inspecting, testing, calibrating, or adjusting of any measuring equipment used in measuring or checking the measurement of receipts or deliveries of Gas under this Agreement. The official charts (recordings) from such measuring equipment shall be the property of Gatherer, but upon request Gatherer will make the records and charts, together with calculations therefrom, available to Customer for inspection and verification.

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Section 11.10 Testing and Calibration:

(b) If during any test of the measuring equipment, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly flow rate through each meter set in excess of two percent (2%) of the correct flow rate (whether positive or negative and using the correct flow rate as the percent error equation denominator), then any previous recording of such equipment shall be corrected to zero error in computing deliveries for any period during which the error existed (and which is either known definitely or agreed to by both Parties) and the total flow for the period predetermined in accordance with the provisions of Section 11.12 below. If the period of error cannot be determined or agreed upon between the Parties, such correction shall be made over a period extending over the last one-half (1/2) of the time elapsed since the date of the latest test, not exceeding a correction period of six (6) months.

(d) All equipment shall, in any case, be adjusted at the time of the test to record correctly.

Section 11.11 Special Test. In the event Customer desires a special test (a test not scheduled by Gatherer under the provisions of Section 11.10 above) of any measuring equipment seventy-two (72) hours advance notice, in writing, shall be given to Gatherer and both Parties shall cooperate to secure a prompt test of the accuracy of such equipment. If the measuring equipment tested is found to fall under the provisions of Section 11.10(c) above or if an inspection of the primary measurement equipment indicates no problems, Gatherer shall have the right to bill Customer for the cost of such special test, including the cost of any labor, gathering and other costs pertaining to such special test, and Customer shall pay such costs.

Section 11.12 Measuring Adjustment. If, for any reason, any measurement equipment is (i) out of adjustment, (ii) out of service, or (iii) out of repair and the total calculated hourly flow rate through each meter set is found to be in error by an amount of the magnitude described in Section 11.10(b) above, the total quantity of Gas delivered shall be determined by Gatherer in accordance with the first of the following methods which is, in Gatherer’s sole and reasonable opinion, feasible:

(a) by using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as described in Section 11.10 above);

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(d) by estimating the quantity, based upon deliveries made during periods of similar conditions when the meter was registering accurately.

Section 11.13 Measurement Corrections. If an error is discovered in the measured quantities, such error shall be adjusted within thirty (30) calendar days of the determination thereof; provided, however, that any claim for adjustment shall be made within twenty-four (24) months of the delivery month in which the claimed error occurred. Such time limits shall not apply in the case of a deliberate act of omission or misrepresentation, or mutual mistake of fact.

Section 11.14 Termination. If Gatherer determines based on reasonable evidence that Customer has tampered with the measurement equipment so as to misrepresent the actual volume of Gas delivered through any Interconnect, Gatherer has the right to immediately shut-in such Interconnect for an indefinite period of time and may terminate this and any other agreement(s) with Customer (in each case) with respect to such Interconnect.

Section 11.15 Data and Records Retention. Gatherer and Customer shall retain and preserve for a period of at least two (2) years all measurement data, charts, and other similar records.

Section 11.16 Volume and Quality Determination. The measurement of the quantity and quality of all Gas received and delivered hereunder shall be conducted in accordance with the following:

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(b) Orifice Meter Volume Computations. Computations of Gas Volumes from measurement data shall be made in accordance with ANSI/AP12530 (AGA Report No. 3), Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent amendments or revisions.

(f) Assumed Atmospheric Pressure. An assumed atmospheric pressure of fourteen and seventy-three hundredths (14.73) Psia for the respective Interconnect shall be utilized for measurement and calculation purposes, irrespective of any variation of the actual atmospheric pressure from the assumed atmospheric pressure.

(g) Gross Heating Value. At least yearly, the Gross Heating Value of the Gas stream at each of the Interconnects hereunder shall be determined by using a Cutler-Hammer or other standard type calorimeter or by calculating the Gross Heating Value from an in-line chromatograph or a gas analysis of a spot or continuous Gas sample. The spot or continuous sample shall be taken-at a suitable point on the facilities to be representative of the Gas being analyzed. Customer has the right to request the determination of the Gross Heating Value of the Gas stream at each Custody Transfer Point in accordance with the above methodology.

Section 11.17 Right of Inspections. Gatherer or Customer shall have the right to inspect equipment installed or furnished by the other or third party operators and the charts and other measurement or testing data of all such parties at all times during business hours; but the

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reading, calibration and adjustment of such equipment and changing of charts shall be done by Gatherer, unless agreed to otherwise by the Parties. Gatherer and Customer shall preserve all original test data, charts and other similar records in such Party’s possession for a period of twenty-four (24) months.

Section 11.18 Low Volumes for Receipt Points.

(a) In the event that Customer does not deliver an average of three (3) Mcf of Gas per day for any ninety (90) consecutive days at any Custody Transfer Point, then Gatherer may, at its sole and reasonable discretion, terminate this Agreement as it relates to the Interconnect associated with such Custody Transfer Point by giving Customer notice in writing sixty (60) calendar days prior to the effective date of termination unless:

(i) Customer agrees to reimburse Gatherer for Gatherer’s expenses associated with the operation or maintenance of such Interconnect, or

(ii) Customer agrees to assume responsibility for the operation and maintenance of and measurement at the Interconnect, subject to the provisions of a Gas Measurement and Operation Agreement between Customer and Gatherer, and subject to compliance with the provisions of this Agreement regarding measurement.

(b) In the event that the amount of Gas passing through any Interconnect is less than the facility minimum design requirements for accurate measurement, Gatherer has the right to shut-in such Gas from Customer until (i) Customer has provided adequate Gas supply to meet such design requirements and has proven to Gatherer that such volumes exist, and/or (ii) the metering and related facilities have been redesigned and installed for effectively and efficiently measuring the revised volumes within the accuracy allowed and required by Gatherer.

(c) Gatherer shall have the right to shut-in any Interconnect upon sixty (60) calendar days advance written notice to Customer if Customer has not flowed any Gas through such Interconnect during the previous period of twelve (12) consecutive months. Furthermore, Gatherer has the right to keep such Interconnect shut-in indefinitely, disconnect or remove such Interconnect and/or terminate this Agreement with respect to such Interconnect.

ARTICLE 12
REGULATORY APPROVALS

Section 12.1 Initial Regulatory Filing Requirements. Both Gatherer and Customer are responsible for identifying and obtaining any Authorizations that may be required for construction and operation of each Interconnect Facilities contemplated by this Agreement.

Section 12.2 Change in Regulation Results in Material Adverse Effect. If any Governmental Authority, whether state, federal or local, takes any action or issues any determination that directly or indirectly results in a material adverse change to any provision of

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this Agreement, then the materially adversely affected Party (hereinafter “Affected Party”) may either:

(a) continue to fulfill its obligations under this Agreement as altered by the change in regulation; or

(b) shut-in the affected Interconnect indefinitely and/or terminate this Agreement

ARTICLE 13
ASSIGNMENT

Section 13.1 Assignment of this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective Parties hereto, and the covenants, conditions, rights and obligations of this Agreement shall run for the full term of this Agreement. Any person which shall succeed by purchase of all or substantially all the properties of Customer or Gatherer, as the case may be, shall be entitled to the rights and shall be subject to the obligations of its predecessor in title under this Agreement, subject to the restriction below. Either Party may, without relieving itself of its obligations under this Agreement, assign any of its rights hereunder to an Affiliate of such Party. Except to an Affiliate, neither Party shall assign this Agreement or any of the rights or obligations hereunder without first obtaining the consent thereto in writing from the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 14
NOTICE

Section 14.1 Notices. All communications, invoices and payments (“Notices”) required hereunder may be sent by facsimile, a nationally recognized overnight courier service, hand-delivered or via first class mail.

Gatherer:	Customer:

Nora Gathering, LLC 225 North Shore Drive Pittsburgh, Pennsylvania 15212	Equitable Production Company 225 North Shore Drive Pittsburgh, Pennsylvania 15212

Attention: Gas Management Services Phone: 412-395- 3228 Facsimile: 412-395- 3311	Attention: Corporate Secretary Phone: (412)553-5700 Facsimile: (412)553-7781

Section 14.2 Receipt of Communications. Any notice required or permitted under this Agreement shall be in writing. Notice shall be deemed to have been received (i) when transmitted by facsimile (“FAX”) transmission, upon the sending Party’s receipt of its facsimile’s confirmation thereof, (ii) when sent by overnight mail or courier, on the next business day after it was sent or such earlier time as is confirmed by the receiving Party, (iii) when

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delivered by hand, at the time it is delivered to an officer or to a responsible employee of the receiving Party and (iv) when delivered via First Class Mail, two (2) business days after mailing. Any FAX communication shall be promptly confirmed by mail. Either Party may change its address, telephone number, or FAX number at any time by promptly giving notice of such change to the other Party. Either Party may prospectively modify any notice information specified above by written notice to the other Party.

ARTICLE 15
MISCELLANEOUS

Section 15.1 Choice of Law. This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. Each of the Parties agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Federal Court for the Western District of Virginia (the “Chosen Court”) and, solely in connection with claims arising under this Agreement or the transactions- contemplated hereby, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court, and (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over it. The foregoing consents to jurisdiction shall not constitute general consents for any purpose except as provided herein and shall not be deemed to confer rights on any person other than the Parties.

Section 15.2 Construction of this Agreement. No presumption shall operate in favor of or against either Party as a result of any responsibility either Party may have had for drafting this Agreement.

Section 15.3 Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. As used herein, the singular of any term shall include the plural.

Section 15.4 Captions. The article and section captions of this Agreement are for purposes of reference only and shall not affect the meaning of any provision of this Agreement.

Section 15.5 Amendments. This Agreement may only be amended or modified by written instrument signed by the duly authorized representatives of Customer and Gatherer.

Section 15.6 Entire Agreement. This Agreement, the Appendixes attached hereto, together with that certain Purchase and Sale Agreement, dated as of the date hereof (the “PSA”), between Equitable Production Company, a Pennsylvania corporation, and Pine Mountain Oil and Gas, Inc., a Virginia corporation, the exhibits and schedules attached thereto and the documents to be executed thereunder or in connection with a condition to the closing thereof (the “Transaction Documents”), shall constitute the entire agreement among the Parties and their Affiliates pertaining to the subject matter of the Transaction Documents, and supersede all prior

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agreements, understandings, negotiations and discussions, whether oral or written, among the Parties and their Affiliates regarding such subject matter. Each Appendix shall be executed by duly authorized representatives of Gatherer and Customer to signify acceptance of the terms and conditions set forth therein. Each duly executed Appendix is hereby incorporated into and made a part of this Agreement. In the event of a conflict between the terms of any Appendix and the terms of this Agreement, the terms of the Appendix shall govern.

Section 15.7 Severability. Upon a determination by a court of competent jurisdiction that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, then (i) all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, (ii) the Parties shall negotiate in good faith to modify this Agreement to give effect to the original economic and legal intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by the Transaction Documents are fulfilled to the extent possible, and (iii) if the Parties are unable to agree on such modifications to this Agreement and the economic or legal substance of the transactions contemplated by the Transaction Documents is affected in any manner materially adverse to any of the Parties, then the Transaction Documents shall be interpreted to give effect to the original economic and legal intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by the Transaction Documents are fulfilled to the extent possible.

Section 15. Confidentiality.

(a) “Confidential Information” shall mean all confidential information that is furnished by any Party (the “Disclosing Party”) to any other Party in connection with the purposes of this Agreement (the “Receiving Party”), whether written or oral and in whatever form or medium it is provided and shall specifically include (i) this Agreement, and (ii) all data, records, oral discussions and information exchanged between the Parties.

(b) The following information shall not be deemed to be Confidential Information and the provisions of this Section 15.8 shall not apply to: (i) information which is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement; (ii) information which becomes available to the Receiving Party on a non-confidential basis from a source other than a Disclosing Party if such Receiving Party had no reason to believe that such source was subject to any prohibition against transmitting the information to such Receiving Party; and (iii) information independently developed by the Receiving Party.

(c) For a period ending two (2) years after the expiration or termination of this Agreement, each Receiving Party shall not disclose any Confidential Information to any other person without the consent of the Disclosing Party, other than: (i) to an actual or prospective financial advisor, lender, manager of an underwriting syndicate, legal counsel, consultant, contractor or subcontractor, in each case with a business need to be informed; (ii) to an actual or prospective purchaser of all or any portion of the capital securities or assets of such Party; (iii) to a Governmental Authority or a person to which the Disclosing Party or its Affiliate is required by Applicable Law or the applicable rules

Interconnect Agreement Number E- ______________

of any stock exchange or securities regulatory authority to disclose the Confidential Information; and (iv) to a natural gas purchaser, natural gas supplier, natural gas transporter, consultant, contractor, subcontractor or legal counsel, in each case with a business need to be informed.

(d) In case of a disclosure of Confidential Information to a third person permitted by this Section 15.8, the Receiving Party disclosing such information shall ensure that such third person has signed an agreement in writing or is otherwise bound by an obligation of confidentiality at least as restrictive as those contained in this Agreement to protect the Confidential Information from further disclosure to the same extent as the Parties are obligated under this Section 15.8, except in the case of any such person which is prevented from entering into such an agreement in accordance with Applicable Law or disclosures permitted by Section 15.8(c)(iii).

(f) The Parties recognize and agree that if any of the provisions of this Section 15.8 are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury may be caused for which money damages would not be an adequate remedy. Accordingly, each Party hereby agrees that, in addition to other remedies, the Parties shall be entitled to seek an injunction restraining any violation or threatened violation of the provisions of this Section 15.8 or to seek specific performance or other equitable relief to enforce the provisions of this Section 15.8.

Section 15.9 Audits.

(a) Accounting Audits: Each of Gatherer and Customer shall have the right to audit the other Party’s accounting records and other documents relating to such Party’s rights and obligations under this Agreement during any period of time within the immediately preceding twenty-four (24) month period. This provision shall continue in full force and effect for a period of twenty-four (24) months from the effective date of cancellation or termination of this Agreement.

Interconnect Agreement Number E- ______________

Section 15.10 Waiver. Any waiver by either Party of performance due by the other Party under the terms of this Agreement shall not operate as a waiver of any or all of such Party’s rights with respect to all prior or subsequent obligations of the other Party.

Section 15.11 No Third Party Beneficiary. It is expressly understood that there is no third party beneficiary to this Agreement, and that the provisions of this Agreement do not create enforceable rights in anyone who is not a party or a successor or assignee of a party hereto; provided, however, that Pine Mountain Oil and Gas, Inc. shall be a third party beneficiary of Customer’s rights hereunder.

[SIGNATURE PAGE FOLLOWS]

Interconnect Agreement Number E- ______________

IN WITNESS WHEREOF, Gatherer and Customer have duly executed this Agreement to be effective as of the day and year first written above.

NORA GATHERING, LLC			EQUITABLE PRODUCTION COMPANY


Signature:			Signature:

Name:			Name:

Title:			Title:

Date:			Date:

Signature Page to Members Interconnect Agreement

Interconnect Agreement Number E- ______________

Appendix A

Specifications

This Appendix A is a part of the Interconnect Agreement (“Agreement”) made and entered into on the day of , 20 by and between (“Customer”) with offices at, and Nora Gathering, LLC, a Delaware limited liability company, with offices at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212 (“Gatherer”). This Appendix A, in conjunction with the Agreement, provides for the establishment of a new point of interconnection on Gatherer’s natural gas gathering lines at or near , in County, . As used in this Appendix, Gatherer and Customer are also referred to individually as a “Party” and collectively as the “Parties”.

Section 1 Specifications. Customer and Gatherer , shall follow the “Minimum Engineering & Technical Specifications for Interconnect Facilities” set forth in Appendix B in designing and installing such Party’s proposed Interconnect Facilities. In addition to the minimum design specification and operating parameters set forth in Appendix B, the following specifications shall be followed:

(a) Maximum Allowable Operating Pressure (“MAOP”). Gatherer’s MAOP at the point of delivery into line No. is currently psig. Accordingly, all Interconnect Facilities shall be designed with a psig minimum design pressure and ANSI rated fittings.

(b) Interconnect Location:

Section 2 Customer Interconnect Facilities. The Customer Interconnect Facilities shall be owned by and operated by Customer.

Section 3 Gatherer Interconnect Facilities. The Gatherer Interconnect Facilities shall be owned and operated by Gatherer.

Section 4 Construction and Installation Fee. Customer shall pay Gatherer a Construction and Installation Fee as set forth in this Agreement.

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Interconnect Agreement Number E- ______________

IN WITNESS WHEREOF, Gatherer and Customer have duly executed this Appendix A, complete with any necessary attachments and as noted above, on this day of , 20 .

NORA GATHERING, LLC			<Customer>


Signature:			Signature:

Name:			Name:

Title:			Title:

Date:			Date:

A-2

Interconnect Agreement Number E- ______________

Appendix B

Minimum Engineering & Technical Specifications
for Interconnect Facilities

ARTICLE 1
DESIGN OF INTERCONNECT FACILITIES

Section 1.1 General. Customer shall be responsible for all aspects of the design and construction of each Customer Interconnect Facilities and Gatherer shall be responsible for all aspects of the design and construction of each Gatherer Interconnect Facilities (including the meter associated therewith), in each case, subject to the terms and conditions of this Agreement.

Section 1.2 Materials. All material and equipment furnished for the Interconnect Facilities shall be new and shall satisfy (i) the generally accepted industry standards and (ii) the specifications set forth in Appendix A.

Section 1.3 Inlet Filter. Filter/filter-separator facilities installed upstream of the Custody Transfer Point must be considered and based upon specific gas analysis.

Section 1.4 Freeze Prevention. In circumstances where heavier hydrocarbons and/or water vapor may be present within the gas stream, Customer shall incorporate freeze protection measures into the design of each Customer Interconnect Facilities. The method and design of the freeze protection measures shall be submitted to the Gatherer for approval and no construction shall commence until such time as Customer receives written approval from Gatherer (which approval shall not be unreasonably withheld, conditioned or delayed). If Customer’s freeze protection measures involve the use of natural gas for fuel, then the tap for such fuel supply line shall be made upstream of the Custody Transfer Point, if the Custody Transfer Point is functioning as a receipt point into Gatherer’s natural gas gathering lines, such that Customer bears the costs of the fuel. Freeze protection measures which may be acceptable to Gatherer include the following:

(a) Methanol Injection – should be installed downstream of meters

(b) Catalytic heaters / heat trace - for regulator bodies

(d) All Gas provided and delivered to Gatherer shall have a temperature of no less than 45° F.

Section 1.5 Regulating and Overpressure Protection. Gatherer may require regulation and shall require over-pressure protection for receipt points under this Agreement. Such regulation shall deliver pressures suitable to pressures in Gatherer’s natural gas gathering

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lines. Gatherer shall specify and/or approve the type of regulators to be used and shall specify, pressure ranges, and operating settings.

(a) A pressure-limiting device shall be required whenever a pipeline system has the possibility of realizing pressures exceeding the MAOP for Gatherer’s natural gas gathering lines.

(b) Overpressure protection devices shall be set such that pressures may not exceed the maximum allowable operating pressure for the natural gas gathering lines into which Customer is delivering Gas.

(c) Overpressure protection devices must be designed to prevent a single incident from affecting the operation of the Interconnect Facilities.

(d) Monitor regulators, or control valves, when feasible, should be used for overpressure protection.

(e) Monitor regulators shall consist of a stand-alone valve operating on a pneumatic signal taken directly from the pipeline.

(f) The monitor regulator shall fail open, unless specified otherwise by the Gatherer.

(g) If pilot loaded valves are used, the pilots shall not bleed when they are not operating. Pilot bleeds should be routed to downstream piping.

Section 1.6 Control Valves

(a) Control valves shall be sized using the highest flow rate compounded with the lowest delivery pressure.

(b) All flow control valves should be installed to fail in the open position or in the last set positions, as applicable.

(d) Downstream taps for pressure control valves shall be noted on detail drawings, and shall also possess a pressure transducer for stations designed with telemetry.

Section 1.7 Miscellaneous Valves and Piping

(a) Blowdown valves shall be installed to provide for venting of all sections.

(b) Meter header piping shall be sized for 1.5 times the total combined area of the total meter sets

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Interconnect Agreement Number E- _____________

(d) Piping shall be Standard Weight unless approved otherwise by Gatherer

Section 1.8 Emergency Valve. The design and installation of the Customer Interconnect Facilities shall include an emergency valve (ball valve preferred) located at least twenty-five (25) lineal feet (point to point) but not to exceed fifty (50) lineal feet from the applicable Custody Transfer Point. The emergency valve shall be readily accessible, easily operated, and sufficiently marked for quick identification.

Section 1.9 Gatherer tie-in and tap sizing. Gatherer shall provide for the sizing and actual installation of tap for tie-in of each Interconnect to Gatherer natural gas gathering lines. Customer shall provide data necessary for the sizing of the tap.

Section 1.10 Gas Chromatograph. Auxiliary equipment may be required for measurement of Btu variations. Gatherer’s gas control department shall have the final decision as to the type of Gas analysis required which decision shall be made on a reasonable and prompt basis. An on-line chromatograph, designed for the specific type of Gas and Gas content applicable to an Interconnect shall be typically required. When approved, in writing by Gatherer, a continuous sampler shall be required as an alternative to the on-line chromatograph.

Section 1.11 Dehydration. Gas received by Gatherer at each Interconnect shall contain a maximum water content of no more than seven (7) pounds per MMcf of Gas. Customer shall consider the need for dehydration if water content exceeding this amount could be realized. Gatherer has final approval on the type of dehydration proposed by Customer. Gatherer has the right to discontinue and/or terminate any Agreement with respect to any Interconnect where the water content of Gas delivered exceeds this specified limit.

Section 1.12 Dew Point Tester. When deemed necessary by Gatherer in its reasonable judgment, Customer shall incorporate an on-line dew point tester as part of the applicable Customer Interconnect Facilities. The unit shall be set such that any Gas volumes detecting water content levels in excess of contractual specifications shall result in the automated closure of an in-line valve thereby preventing further delivery of Gas into system. Valve shall remain closed until an acceptable water moisture content of the Gas can be provided.

Section 1.13 Corrosion Coupon Tap. When specified by Gatherer in its reasonable judgment, Customer shall provide for an in-line valve tap for installing corrosion coupons with respect to the applicable Customer Interconnect Facilities.

Section 1.14 Check Valve. All Interconnects shall be installed with a check valve of some type so as to assure Gas flow in the direction required.

ARTICLE 2
INSTALLATION, TESTING, and INSPECTION

Section 2.1 Testing

(a) All facilities shall be tested by Gatherer in accordance with specifications provided by Gatherer to Customer from time-to-time. Gatherer shall specify

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Interconnect Agreement Number E- _____________

minimum test pressure and test duration. Tests shall be conducted by Gatherer using a recording chart of which Gatherer shall receive original or a clear copy of the original test chart.

(b) Gatherer shall not activate the applicable Interconnect until appropriate testing has been completed in Gatherer’s reasonable judgment.

Section 2.2 Inspection

(a) Gatherer reserves the right to inspect all Customer Interconnect Facilities during installation.

(b) Prior to startup of construction, three (3) calendar days notice shall be provided to Gatherer

(d) Customer shall be responsible for all expenses, including inspection by Gatherer, relative to construction inspections of all Customer Interconnect Facilities.

B-4

EXHIBIT I

OPERATING MEMBER COST REIMBURSEMENT

I. DEFINITIONS

Capitalized terms used herein, but not otherwise defined in this Exhibit shall have the meanings assigned to such terms in the Agreement to which this Exhibit is attached.

“Company Operations” shall mean all operations necessary or proper to own, construct, maintain, manage and operate the Gathering System and to engage in the business of gathering, compressing, transporting and delivering natural gas and all other necessary and appropriate activities incidental to the foregoing.

“Controllable Material” shall mean Material which at the time is so classified in the Material Classification Manual as most recently recommended by the Council of Petroleum Accountants Societies.

“First Level Supervisors” shall mean those employees whose primary function is the direct supervision of other employees and/or contract labor directly employed on the Company Operations in a field operating capacity.

“Material” shall mean personal property, equipment or supplies acquired or held for use for the benefit of the Company.

“Personal Expenses” shall mean travel and other reasonable reimbursable expenses of the Operating Member’s employees.

“Technical Employees” shall mean those employees having special and specific engineering or other professional skills, and whose primary function in the Company Operations is the handling of specific operating conditions and problems for the benefit of the Company.

II. DIRECT CHARGES

The Company shall reimburse the Operating Member for the following items:

1. Ecological and Environmental

Costs incurred for the benefit of the Company as a result of governmental or regulatory requirements to satisfy environmental considerations applicable to the Company. Such costs may include surveys of an ecological or archaeological nature and pollution control procedures as required by applicable laws and regulations.

2. Labor

A. (1) Salaries and wages of the Operating Member’s field employees employed in the conduct of Company Operations.

(2) Salaries of First Level Supervisors.

(3) Salaries and wages of Technical Employees employed in the conduct of Company Operations if such charges are excluded from the overhead rates.

(4) Salaries and wages of Technical Employees either temporarily or permanently assigned to and directly employed in the conduct of Company Operations if such charges are excluded from the overhead rates.

B. The Operating Member’s cost of holiday, vacation, sickness and disability benefits and other customary allowances paid to employees whose salaries and wages are chargeable to the Company under Paragraph 2A of this Section II. Such costs under this Paragraph 2B may be charged on a “when and as paid basis” or by “percentage

assessment” on the amount of salaries and wages chargeable to the Company under Paragraph 2A of this Section II. If percentage assessment is used, the rate shall be based on the Operating Member’s cost experience.

C. Expenditures or contributions made pursuant to assessments imposed by Governmental Authority which are applicable to the Operating Member’s costs chargeable to the Company under Paragraphs 2A and 2B of this Section II.

D. Personal Expenses of those employees whose salaries and wages are chargeable to the Company under Paragraph 2A of this Section II.

3. Employee Benefits

The Operating Member’s current costs of established plans for employees’ group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus, and other benefit plans of a like nature, applicable to the Operating Member’s labor cost chargeable to the Company under Paragraphs 2A and 2B of this Section II shall be the Operating Member’s actual cost.

4. Material

Material purchased or furnished by the Operating Member for use in the conduct of Company Operations.

5. Transportation

Transportation of employees and Material necessary for the Company Operations.

6. Services

The cost of contract services, equipment and utilities provided by outside sources, except services excluded by Paragraph 1.A, 1.B, and 1.C, of Section III. The cost of professional consultant services and contract services of technical personnel directly engaged in the conduct of Company Operations if such charges are excluded from the overhead rates. The cost of professional consultant services or contract services of technical personnel not directly engaged in the conduct of Company Operations shall not be charged to the Company unless previously approved by the Management Committee.

7. Equipment and Facilities Furnished By the Operating Member

A. Reimbursement for use of equipment and facilities owned by the Operating Member at rates commensurate with costs of ownership and operation. Such rates shall include costs of maintenance, repairs, other operating expense, insurance, taxes, depreciation, and interest on gross investment less accumulated depreciation not to exceed the Operating Member’s customary rates.

B. In lieu of charges in paragraph 7A above, the Operating Member may elect to use average commercial rates prevailing in the immediate area of the Gathering System less 20%. For automotive equipment, the Operating Member may elect to use rates published by the Petroleum Motor Transport Association.

8. Damages and Losses to Gathering System

All costs or expenses necessary for the repair or replacement of Gathering System made necessary because of damages or losses incurred by fire, flood, storm, theft, accident, or other cause, except those resulting from the Operating Member’s gross negligence or willful misconduct. The Operating Member shall furnish the Management Committee written notice of damages or losses incurred as soon as practicable after a report thereof has been received by the Operating Member.

9. Legal Expense

Expense of handling, investigating and settling litigation or claims, discharging of liens, payment of judgments and amounts paid for settlement of claims incurred in or resulting from operations under the agreement or necessary to protect or recover property used in the conduct of Company Operations. All Operating Member internal legal staff expense is considered to be covered by the overhead provisions of Section III.

10. Taxes

All taxes of every kind and nature assessed or levied upon or in connection with Company Operations, and which taxes have been paid by the Operating Member for the benefit of the Company.

11. Insurance

Net premiums paid for insurance required to be carried for the Company Operations for the protection of the Company, the Members or the Operating Member. In the event Company Operations are conducted in a state in which the Operating Member may act as self-insurer for Worker’s Compensation and/or Employers Liability under the respective state’s laws, the Operating Member may, at its election, include the risk under its self-insurance program and in that event, the Operating Member shall include a charge at the Operating Member’s cost not to exceed manual rates.

12. Abandonment and Reclamation

Costs incurred for abandonment of any part of the Gathering System, including costs required by governmental or other regulatory authority.

13. Communications

Cost of acquiring, leasing, installing, operating, repairing and maintaining communication systems, including radio and microwave facilities directly serving the Gathering System. In the event communication facilities/systems serving the Gathering System are the Operating Member owned, charges to the Company shall be made as provided in Paragraph 7 of this Section II.

14. Other Expenditures

Any other expenditure not covered or dealt with in the foregoing provisions of this Section II, or in Section III and which is of direct benefit to the Company and is incurred by the Operating Member in the necessary and proper conduct of the Company Operations.

15. Rentals

Rental, easement, right of way and similar expenses paid by Operating Member for Company Operations.

III. OVERHEAD

1. Overhead - Gathering Operations

A. As compensation for administrative, supervision, office services and warehousing costs, the Operating Member shall be reimbursed for a gathering operations fee on a percentage basis in accordance with Section III Paragraph 2.

Unless otherwise approved by the Management Committee, such charge shall be in lieu of costs and expenses of all offices and salaries or wages plus applicable burdens and expenses of all personnel, except those directly chargeable under Section II Paragraph 2A. The cost and expense of services from outside sources in connection with matters of taxation, traffic, accounting or matters before or involving governmental agencies shall

be considered as included in the overhead rates provided for in Paragraph 2 of this Section III unless such cost and expense are approved by the Management Committee as a direct charge to the Company.

B. The salaries, wages and Personal Expenses of Technical Employees and/or costs of professional consultant services and contract services of technical personnel either temporarily or permanently assigned to and directly employed in the conduct of Company Operations shall not be covered by the overhead rates.

2. Overhead - Percentage Basis

The Operating Member shall be reimbursed by the Company for all selling, general and administrative costs incurred by the Operating Member in connection with its acting as the Operating Member. The selling, general and administrative cost incurred by the Operating Member shall be determined by allocating a portion of the total selling, general and administrative cost incurred by the Operating Member and charged to the Company. The allocation will be based on the Company’s throughput as a percentage of total Operating Member throughput. Additionally, a corporate overhead charge of $0.03 per Dth received will be paid by the Company to the Operating Member.

3. Catastrophe Overhead

To compensate the Operating Member for overhead costs incurred in the event of expenditures resulting from a single occurrence due to oil spill, blowout, explosion, fire, storm, hurricane, or other catastrophes as approved by the Management Committee, which are necessary to restore the Gathering System to the equivalent condition that existed prior to the event causing the expenditures, the Operating Member shall charge the Company actual costs incurred by the Operating Member related to the event.

IV. PRICING OF COMPANY MATERIAL PURCHASES, TRANSFERS AND DISPOSITIONS BY
OPERATING MEMBER

The Operating Member is responsible for Company Material and shall make proper and timely charges and credits for all Material movements affecting the Company Operations. Operating Member shall provide all Material for use on Company Operations; however, at Operating Member’s option, such Material may be supplied by the Operating Member. The Operating Member shall make timely disposition of idle and/or surplus Material, such disposal being made either through sale to any Member, division in kind, or sale to outsiders. The Operating Member may purchase, but shall be under no obligation to purchase, interest of the Members in surplus condition A or B Material. The disposal of surplus Controllable Material not purchased by the Operating Member shall be approved by the Management Committee.

1. Purchases

Material purchased shall be charged at the actual price paid by the Operating Member after deduction of all discounts received. In case of Material found to be defective or returned to vendor for any reason, credit shall be passed to the Company when adjustment has been received by the Operating Member.

2. Transfers and Dispositions

Material furnished to the Company and Material transferred from the Company or disposed of by the Operating Member, unless otherwise approved by the Management Committee, shall be priced on the following basis exclusive of cash discounts:

A. New Material – Defined as Material that has never been used / installed and which carries a complete manufacturer’s warranty (Condition A). New Material will be priced at the actual price-in-effect at the time of delivery as paid by the Operating Member to its distributor (s) or original equipment manufacturer, plus the cost of transportation of the Material to the site.

B. Good Used Material – Defined as Material that has been previously installed for use, and may have some warranty remaining or may have an expired warranty. This Material is in sound and serviceable condition and suitable for reuse without reconditioning (Condition B). Good Used Material will be priced as follows:

(1) Material moved to Company Operations

At seventy-five percent (75%) of current new price, as determined by Paragraph A.

(2) Material used on and moved from Company Operations

(a) At seventy-five percent (75%) of current new price, as determined by Paragraph A, if Material was originally charged to the Company as New Material or

(b) At sixty-five percent (65%) of current new price, as determined by Paragraph A, if Material was originally charged to the Company as used Material.

(3) Material not used on and moved from Company Operations

At seventy-five percent (75%) of current new price as determined by Paragraph A.

The cost of reconditioning, if any, shall be absorbed by the transferring property.

C. Other Used Material

(1) Condition C

Material which is not in sound and serviceable condition and not suitable for its original function until after reconditioning shall be priced at fifty percent (50%) of current new price as determined by Paragraph A. The cost of reconditioning shall be charged to the receiving property, provided Condition C value plus cost of reconditioning does not exceed Condition B value.

(2) Condition D

Material, excluding junk, no longer suitable for its original purpose, but usable for some other purpose shall be priced on a market basis commensurate with its use. The Operating Member may dispose of Condition D Material under procedures normally used by the Operating Member without prior approval of the Management Committee.

(a) Casing, tubing, or drill pipe used as line pipe shall be priced as Grade A and B seamless line pipe of comparable size and weight. Used casing, tubing or drill pipe utilized as line pipe shall be priced at used line pipe market prices.

(b) Casing, tubing or drill pipe used as higher pressure service lines than standard line pipe, e.g. power oil lines, shall be priced under normal market pricing procedures for casing, tubing, or drill pipe. Upset tubular goods shall be priced on a non-upset basis.

(3) Condition E

Junk shall be priced at prevailing market prices. The Operating Member may dispose of Condition E Material under scrap / surplus procedures normally utilized by the Operating Member without prior approval of the Management Committee.

D. Obsolete Material

Material which is serviceable and usable for its original function but condition and/or value of such Material is not equivalent to that which would justify a price as provided above may be specially priced as approved by the Management Committee. Such price should result in the Company being charged with the value of the service rendered by such Material.

3. Premium Prices

Whenever Material is not readily obtainable because of force majeure (i.e. — Acts of God, national emergencies, strikes or other unusual causes) over which the Operating Member has no control, the Operating Member may charge the Company for the required Material at the Operating Member’s actual cost incurred in providing such Material, in making it suitable for use, and in moving it to the Company Operations; provided notice in writing is furnished to the Management Committee of the proposed charge prior to billing the Members for such Material. Each of the Members shall have the right, by so electing and notifying the Operating Member within ten days after receiving notice from the Operating Member, to furnish in kind all or part of his share of such Material suitable for use and acceptable to the Operating Member.

4. Warranty of Material Furnished By the Operating Member

The Operating Member does not warrant the Material furnished. In case of defective Material, credit shall not be passed to the Company until adjustment has been received by the Operating Member from the manufacturers or their agents.

EXHIBIT D

FORM OF ASSIGNMENT OF EASEMENT AGREEMENT

[Attached behind this page.]

EASEMENT AGREEMENT

BETWEEN

PINE MOUNTAIN OIL AND GAS, INC.

AS GRANTOR,

AND

NORA GATHERING, LLC

AS GRANTEE,

Dated as of , 2007

TABLE OF CONTENTS

			Page

ARTICLE 1 GRANT OF EASEMENT			1
	Section 1.1	Grant	2
	Section 1.2	Conditions	3
	Section 1.3	Exceptions and Reservations	4
	Section 1.4	Covenant	4
	Section 1.5	No Warranty	4
	Section 1.6	Notice Obligations	4

ARTICLE 2 MISCELLANEOUS			4
	Section 2.1	Governing Law	4
	Section 2.2	Notices	5
	Section 2.3	Assignment	5
	Section 2.4	Entire Agreement	5
	Section 2.5	Severability	6
	Section 2.6	Amendments and Waivers	6
	Section 2.7	Counterparts	6
	Section 2.8	Further Assurances	6
	Section 2.9	Recorded Counterparts	7

EASEMENT AGREEMENT

This Easement Agreement (this “Agreement”), dated as of , 2007, is by and between Pine Mountain Oil and Gas, Inc., a Virginia corporation (“Grantor”) and Nora Gathering, LLC, a Delaware limited liability company (“Grantee”). Grantor and Grantee are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”

RECITALS

WHEREAS, Grantor is the owner of certain mineral interests including oil, gas, gasoline, coaled methane, hydrocarbons and their constituent elements and all rights and privileges appurtenant thereto pertaining to the exploration, production and transportation thereof including but not limited to oil and gas wells, pipelines, easements and rights of way for access and for constructing, laying, using and maintaining oil and gas pipelines and surface facilities necessary or convenient for the exploration, production and transportation of oil and gas, including coaled methane, over, under, across, through and beyond the surface real estate located on the acreage identified below located in the Counties of Buchanan, Dickenson, Russell, and Wise in the Commonwealth of Virginia, thereby making all other estates in said acreage servient to the oil, gas and coalbed methane gas estate, which interests were acquired by Grantor in the conveyances described on Schedule “A” attached hereto (the “Pine Mountain Deeds”);

WHEREAS, Grantor (as assignee to an undivided interest of the lessee’s interest) and Equitable Production Company, a Pennsylvania corporation (“EPC”), are parties to that certain Lease Agreement (the “Lease”), dated as of the date hereof, between Grantor, as lessor, and EPC, which grants certain exclusive and nonexclusive rights to the lessee thereunder on the Leased Acreage (as such term is defined in the Lease) and on the Easement Premises (as such term is defined below); and

WHEREAS, Grantor desires to grant, and Grantee desires to accept, an easement as further described herein on the terms and conditions hereinafter set forth.

ARTICLE 1

GRANT OF EASEMENT

Section 1.1 Grant. Grantor does hereby grant and convey to Grantee the following rights and easements (collectively, the “Easement”), subject to all the conditions, reservations and limitations elsewhere herein:

(a) The nonexclusive rights of way and easements from time to time to construct, operate, inspect, maintain, repair, replace, alter, improve and remove pipelines and all

appurtenances (including, without limitation, piping, drips, valves, fittings, taps and side valves, regulators, meters, pumps, compressor stations, station piping, corrosion control equipment, pipeline markers and other related equipment) now or hereafter thereto or thereon (hereinafter referred to as the “Pipeline Facilities”) to the extent the same may be useful or necessary for the transportation of oil (including without limitation natural crude oil or petroleum and other hydrocarbons, regardless of gravity, which are produced at the well in liquid form by ordinary production methods), gas (including without limitation all natural gas whether hydrocarbon or non-hydrocarbon or any combination or mixture thereof, including hydrocarbons, hydrogen sulfide, helium, carbon dioxide, nitrogen, hydrogen and casing head gas and coalbed methane gas, including without limitation coal seam gas, coalbed gas, methane gas, gob gas, occluded gas and other naturally occurring gases in or associated with any coal seam and gas originated or produced from any coal seam), gasoline, and other associated hydrocarbons and their constituent elements (the “Hydrocarbons”) produced from the area described on Schedule “E” attached hereto (the “AMI”) or, if commingled with such Hydrocarbons produced from the AMI, produced from any other area in the State of Kentucky or Commonwealth of Virginia (“Off-AMI Hydrocarbons”), in each case through such Pipeline Facilities on, over, across, under and through the land described in Schedule “B” attached hereto (hereinafter referred to as the “Easement Premises”); provided, however, that the requirement that Off-AMI Hydrocarbons be commingled with Hydrocarbons produced from the AMI shall not apply to those portions of the Pipeline Facilities that consist of the Nora-T Pipeline described on Schedule G hereto (the “Nora-T Pipeline”); and

(b) The nonexclusive right of ingress and egress over and across the Easement Premises to construct, operate, inspect, maintain, repair, replace, alter, improve and remove the Pipeline Facilities as provided herein insofar as such ingress and egress does not unreasonably interfere with the operations of Grantor and the rights of lessee(s) under the Lease or others in and to the Easement Premises or the rights of abutting property owners. Grantee shall have the right to maintain the Pipeline Facilities below or above ground.

Section 1.2 Conditions. The Easement is granted and accepted for the following purposes and upon and subject to the following conditions:

(a) Grantor reserves the right to fully use and enjoy the Easement Premises in any manner; provided that any such use and enjoyment shall not unreasonably prevent or interfere with the Easement or the exercise by Grantee of its rights hereunder.

(b) During operation, construction, inspection, maintenance, repair, replacement, alteration, improvement or removal of the Pipeline Facilities by Grantee within the Easement Premises, Grantee shall comply in all material respects with all applicable federal, state and local laws and regulations. In emergency situations for the protection of life or property, each Party may access the Easement Premises as needed without prior approval of the other Party, but notification to the oilier Party’s designated representative shall be made as soon as practical for safety and insurance purposes.

(c) Grantee shall pay all damages which it may cause to fences, pipelines, roadways, machinery, equipment, structures or otherwise on the Easement Premises, by reason of its operating, maintaining, repairing, replacing, altering, improving or removing the Pipeline Facilities.

(d) Grantee agrees to indemnify, hold harmless and defend Grantor and the lessee(s) under the Lease, their subsidiaries, affiliates, successors and assigns other than Grantee (and their respective directors, officers, employees, agents and representatives) from and against any and all claims, causes of action, liability, loss, damage or expense of every kind and nature, including, but not limited to, claims based on theories of strict liability, and including, but not limited to, reasonable legal, investigation and expert fees, expenses and reasonable related charges, insofar as related to any operations or activities of Grantee after the date hereof on the Easement Premises or the enjoyment or exercise by Grantee of any rights granted or reserved herein, including, but not limited to, the construction, operation, inspection, maintenance, repair, replacement, alteration, improvement, removal, use or existence of the pipelines and facilities on the Easement Premises, save and except such portion or part of the same that are proximately caused by negligence, gross negligence, willful misconduct, or breach of the covenants and agreements hereunder by Grantor (or its directors, officers, employees, agents or representatives).

(e) With respect to each pipeline covered hereby, Grantee’s Easement shall be twenty-five (25) feet on either side of each such pipeline and such additional area as may be necessary for maintenance and repairs in proximity to the Pipeline Facilities.

(f) This Easement is expressly subject to and conditioned upon all documents of record affecting the Easement Premises and binding upon Grantor.

(g) The rights granted to Grantee under Section l.1(a) to construct and place additional Pipeline Facilities over, across, under and through the Easement Premises shall terminate effective as of the date of the termination of the Lease (the “Termination Date”); provided, however, that this Section 1.2(g) shall not affect any of Grantee’s rights or obligations hereunder with respect to those Pipeline Facilities existing upon the Easement Premises as of such Termination Date.

Section 1.3 Exceptions and Reservations. There is expressly RESERVED and EXCEPTED herefrom:

(a) All those rights and interests reserved by the grantors in the Pine Mountain Deeds.

(b) The mineral and other interests in those lands covered by the agreements and conveyances listed on Schedule “C” attached hereto.

Section 1.4 Covenant. The Parties acknowledge that the Pipeline Facilities are being constructed and used for the transportation of certain gas and other Hydrocarbons of Grantor and/or the lessee(s) under the Lease and their respective subsidiaries, affiliates, successors and assigns in accordance with the priorities set forth in Section 2.12 of that certain Amended and Restated Limited Liability Company Agreement of even date herewith among Equitable Gathering Equity, LLC, Grantor and Grantee, as the same may be amended from time to time.

Section 1.5 No Warranty. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, GRANTOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND GRANTOR HEREBY DISCLAIMS ANY SUCH WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, OR THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE EASEMENT PREMISES.

Section 1.6 Notice Obligations. In connection with Grantee’s exercise of its nonexclusive rights hereunder, to the extent that Grantor is required to do so under the Pine Mountain Deeds and/or the instruments described in Schedule “F” attached hereto (the “Coal Deeds”), Grantee shall give the other estate owners on the Easement Premises notice regarding the location and construction of Pipeline Facilities consistent with the obligations of Grantor under the Pine Mountain Deeds and/or the Coal Deeds. Grantee shall promptly provide a copy of any such notice to Grantor. If either Grantor or Grantee receives notice from any other party to the Pine Mountain Deeds and/or the Coal Deeds in connection with or relating to the Pipeline Facilities, such receiving party shall promptly provide a copy of such notice to the other party. If any such notice received by either party requires any approval or consent relating to the Pipeline Facilities, then Grantor shall retain the rights to respond to such request for approval or consent. Grantor shall promptly provide to Grantee a copy of any response by Grantor to such request for approval or consent.

ARTICLE 2
MISCELLANEOUS

Section 2.1 Governing Law. This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. Each of the Parties agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Federal Court for the Western District of Virginia (the “Chosen Court”) and, solely in connection with claims arising under this Agreement or the transactions contemplated hereby, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court, and (iii) waives any objection that the chosen Court is an inconvenient forum or does not have jurisdiction over it. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process for any purpose except as provided herein and shall not be deemed to confer rights on any person or entity other than the Parties.

Section 2.2 Notices. All notices, requests, demands, directions and other communications hereunder shall be in writing and shall be given by one Party to the other Party by personal delivery, recognized courier service or facsimile communication addressed as set forth below or to such other address, individual or facsimile telephone number as may be designated by notice given by one Party to the other Party.

	If to Grantor:	225 North Shore Drive
		Pittsburgh, Pennsylvania 15212
		Attention: Corporate Secretary
		Telephone: (412)553-5700
		Telecopy: (412)553-7781

	If to Grantee:	777 Main Street, Suite 800
		Fort Worth, Texas 76102
		Attention: Chad Stephens
		Telephone: (810) 817-1929
		Telecopy: (810) 817-1990

	With a copy to:	125 State Route 43
		P.O. Box 550
		Hartville, OH 44632
		Attention: Jeffery A. Bynum
		Telephone: (330) 877-6747
		Telecopy: (330) 877-1629

Any notice, request, demand, direction or other communication given by personal delivery or recognized courier service shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by facsimile communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the next day during which such normal business hours occur if not given during such hours on any day; provided, however, that such delivery shall be effective only upon a confirmation (including automatically-generated confirmations) of receipt thereof. The Party giving any notice, request, demand, direction or other communication by facsimile communication shall send the original by personal delivery or recognized courier service following such facsimile communication.

Section 2.3 Assignment. Grantor may assign, otherwise transfer or delegate to others all or any part of this Agreement without prior approval of Grantee. Grantee may not assign, otherwise transfer or delegate to others all or any part of this Agreement without prior written approval of Grantor, which approval shall not be unreasonably withheld. Any assignment, transfer or delegation by Grantee in contravention of this Section 2.3 shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

Section 2.4 Entire Agreement. This Agreement and the Schedules attached hereto, together with the Purchase Agreement, the exhibits and schedules attached thereto and

the documents to be executed thereunder or in connection with a condition to the closing thereof (the “Transaction Documents”), shall constitute the entire agreement between the Parties pertaining to the subject matter of the Transaction Documents, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties regarding such subject matter.

Section 2.5 Severability. Upon a determination by a court of competent jurisdiction that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, then (i) all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, (ii) the Parties shall negotiate in good faith to modify this Agreement to give effect to the original economic and legal intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by the Transaction Documents are fulfilled to the extent possible, and (iii) if the Parties are unable to agree on such modifications to this Agreement and the economic or legal substance of the transactions contemplated by the Transaction Documents is affected in any manner materially adverse to a Party, then the Transaction Documents shall be interpreted to give effect to the original economic and legal intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by the Transaction Documents are fulfilled to the extent possible.

Section 2.6 Amendments and Waivers. No amendment, supplement, waiver or termination of this Agreement shall be binding unless executed in writing by each Party. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 2.7 Counterparts. This Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 2.8 Further Assurances. Each Party agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Agreement. It is understood and agreed by the Parties that to the extent a consent, approval and/or waiver is required for the conveyance of a particular right, title or interest under the express terms of a lease, deed, easement, grant, license, permit, agreement, contract, license or other instrument relating to the Easement, then this Agreement shall not be deemed to have conveyed said right, title or interest to Grantee, if an actual or attempted assignment thereof would constitute a breach thereof or default thereunder resulting in termination thereof, until such required consent, approval and/or waiver is obtained. The Parties shall cooperate in obtaining any such required consents, approvals and/or waivers, and for any pending period, the Parties shall cooperate in any reasonable, permitted arrangement to provide Grantee with all, or the equivalent of all, of the benefits and privileges associated with said right, title or interest.

Section 2.9 Recorded Counterparts. A counterpart original of this Agreement or an appropriate memorandum hereof shall be filed for record in the Counties of Buchanan, Dickenson, Wise and Russell, Virginia.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the date first above written.

		GRANTEE:	Nora Gathering, LLC

			By:


			Name:
			Title:


		GRANTOR	Pine Mountain Oil and Gas, Inc.

			By:


			Name:
			Title:

SCHEDULES ATTACHED HERETO:

Schedule “A”	Pine Mountain Deeds
Schedule “B”	Easement Premises
Schedule “C”	Agreements and Conveyances With Respect to Excepted Interests
Schedule “D”	Leases
Schedule “E”	AMI
Schedule “F”	Coal Deeds
Schedule “G”	Nora-T Pipeline

SIGNATURE PAGE TO EASEMENT AGREEMENT

STATE OF PENNSYLVANIA	§

	§

COUNTY OF	§

Given under my hand and seal this day of , 2007.

My Commission Expires:
	Notary Public, State of Pennsylvania


	Name (Typed or Printed)


	Notary’s Identification Number

STATE OF PENNSYLVANIA	§

	§

COUNTY OF	§

Subscribed, sworn to and acknowledged before me on this day of , by , to me personally known, who, being by me duly sworn, did say that he is of Pine Mountain Oil and Gas, Inc., and that said instrument was signed on behalf of said corporation.

Given under my hand and seal this day of , 2007.

My Commission Expires:
	Notary Public, State of Pennsylvania


	Name (Typed or Printed)


	Notary’s Identification Number

ACKNOWLEDGEMENT PAGE TO EASEMENT AGREEMENT

SCHEDULE “A”

Attached to and made a part of that certain Easement Agreement by and between Pine Mountain Oil and Gas, Inc., as Grantor, and Nora Gathering, LLC, as Grantee.

Pine Mountain Deeds

1	Deed and Assignment dated April 1, 1986 by and between THE PITTSTON COMPANY and PINE MOUNTAIN OIL AND GAS, INC. of record in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 320 Page 703.

2	Deed and Assignment dated April 1, 1986 by and between THE PITTSTON COMPANY and PINE MOUNTAIN OIL AND GAS, INC. of record in the Clerk’s Office of the Circuit Court of Dickenson County, Virginia in Deed Book 235 Page 92.

3	Deed and Assignment dated April 1, 1986 by and between THE PITTSTON COMPANY and PINE MOUNTAIN OIL AND GAS, INC. of record in the Clerk’s Office of the Circuit Court of Russell County, Virginia in Deed Book 341 Page 269.

4	Deed and Assignment dated April 1, 1986 by and between THE PITTSTON COMPANY and PINE MOUNTAIN OIL AND GAS, INC. of record in the Clerk’s Office of the Circuit Court of Wise County, Virginia in Deed Book 624 Page 429.

5	Deed dated July 15, 2003 by and between PYXIS RESOURCES COMPANY and PINE MOUNTAIN OIL AND GAS., INC. of record in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 574 Page 672.

6	Quitclaim Deed dated July 15, 2003 by and between PYXIS RESOURCES COMPANY, PARAMONT COAL CORPORATION, MOTIVATION COAL COMPANY AND CLINCHFIELD COAL COMPANY AND PINE MOUNTAIN OIL AND GAS, INC. of record in the Clerk’s Office of the Circuit Court of Buchanan County Virginia in Deed Book 574 Page 669.

7	Quitclaim Deed dated July 15, 2003 by and between PYXIS RESOURCES COMPANY, PARAMONT COAL CORPORATION, MOTIVATION COAL COMPANY AND CLINCHFIELD COAL COMPANY AND PINE MOUNTAIN OIL AND GAS, INC. of record in the Clerk’s Office of the Circuit Court of Dickenson County Virginia in Deed Book 390 Page 92.

8	Quitclaim Deed dated July 15, 2003 by and between PYXIS RESOURCES COMPANY, PARAMONT COAL CORPORATION, MOTIVATION COAL COMPANY AND CLINCHFIELD COAL COMPANY AND PINE MOUNTAIN OIL AND GAS, INC. of record in the Clerk’s Office of the Circuit Court of Russell County Virginia in Deed Book 589 Page 673.

9	Quitclaim Deed dated July 15, 2003 by and between PYXIS RESOURCES COMPANY, PARAMONT COAL CORPORATION, MOTIVATION COAL COMPANY AND CLINCHFIELD COAL COMPANY AND PINE MOUNTAIN OIL AND GAS, INC. of record in the Clerk’s Office of the Circuit Court of Wise County Virginia as Instrument No. 200303852.

End of Schedule “A”

Schedule “B”

Attached to and made a part of that certain Easement Agreement by and between Pine Mountain Oil and Gas, Inc., as
Grantor, and Nora Gathering, LLC, as Grantee.

Easement Premises

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 1

Clinchfield Coal Co.

6/4/1906

204.14

Ervinton

Ayers & Aston

Dickenson

147

T 2

Horace Hardaway

2/20/1915

9.99

Ervinton

William Adkins

Dickenson

T 3

Cranes Nest Coal & Coke Co.

6/4/1906

45.80

Ervinton

John Adkins

Dickenson

190

T 4

Cranes Nest Coal & Coke Co.

6/4/1906

72.00

Ervinton

John Adkins

Dickenson

190

T 5

Marion Amburgey

12/20/1915

34.98

Ervinton

Marion Amburgey

Dickenson

358

T 6

Clinchfield Coal Co.

6/4/1906

74.17

Ervinton

Alcy Blair

Dickenson

147

T 7

Clinchfield Coal Co.

6/4/1906

280.00

Ervinton

G. M. Blair

Dickenson

147

T 8

Clinchfield Coal Co.

6/4/1906

336.00

Ervinton

J. W. Ball

Dickenson

147

T 9

Clinchfield Coal Co.

6/4/1906

206.00

Ervinton

T. J. Ball

Dickenson

147

T 10

A. Breeding Heirs

3/29/1926

15.05

Ervinton

A. Breeding (W. P. Smith)

Dickenson

285

T 11

Pioneer Coal Corp.

8/25/1949

361.00

Ervinton

Jessee Bean

Dickenson

193

T 12

Rosa Breeding & Husband

5/20/1924

4.35

Ervinton

Rosa Breeding

Dickenson

516

T 13

Cranes Nest Coal & Coke Co.

6/4/1906

1206.73

Ervinton

Samuel Bise

Dickenson

190

T 14

Virginia Iron Coal & Coke Co.

5/1/1913

105.89

Ervinton

M.A. Buchanan

Dickenson

T 15

Cranes Nest Coal & Coke Co.

6/4/1906

338.36

Ervinton

W. L. Counts

Dickenson

190

T 16

Cranes Nest Coal & Coke Co.

6/4/1906

427.66

Ervinton

W. L. Counts

Dickenson

190

T 17

Clinchfield Coal Co.

6/4/1906

571.14

Ervinton

David Colley

Dickenson

147

T 18

Clinchfield Coal Co.

6/4/1906

797.88

Ervinton

J. M. Colley

Dickenson

147

T 19

James M. Colley

6/7/1920

50.00

Ervinton

J. M. Colley

Dickenson

396

T 20

Charles Kinser

11/7/1938

75.81

Ervinton

L. M. Carico

Dickenson

326

T 21

Clinchfield Coal Co.

6/4/1906

101.74

Ervinton

Campbell-Carter

Dickenson

147

T 22

Clinchfield Coal Co.

6/4/1906

60.00

Ervinton

R. E. Chase

Dickenson

147

T 23

Clinchfield Coal Co.

6/4/1906

69.00

Ervinton

R. E. Chase

Dickenson

147

T 24

Clinchfield Coal Co.

6/4/1906

51.00

Ervinton

R. E. Chase

Dickenson

147

T 25

Clinchfield Coal Co.

6/4/1906

65.00

Ervinton

R. E. Chase

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 26

Clinchfield Coal Co.

6/4/1906

84.36

Ervinton

J. B. F. Counts

Dickenson

147

T 27

Sandy Ridge Coal Co.

11/11/1920

15.98

Ervinton

Chafin, Wright & Turner

Dickenson

229

T 28

Clinchfield Coal Co.

12/16/1935

97.41

Ervinton

Nellie E. Carico

Dickenson

501

T 29

Cranes Nest Coal & Coke Co.

6/4/1906

199.00

Ervinton

George Dyer

Dickenson

190

T 30

W. M. Ritter Lumber Co.

12/28/1923

22.00

Ervinton

George Dyer

Dickenson

322

T 31

Ellen W. Duryea

1/10/1914

45.00

Ervinton

E. W. Duryea (Jonathan Stanley)

Dickenson

431

T 32

Clinchfield Coal Co.

6/4/1906

184.21

Ervinton

N. M. Deel

Dickenson

147

T 33

Clinchfield Coal Co.

6/4/1906

39.45

Ervinton

N. M. Deel

Dickenson

147

T 34

S. P. (Pat) Dingus & Wife

2/15/1924

6.38

Ervinton

S. P. (Pat) Dingus

Dickenson

169

T 35

R. L. Dingus & Wife

7/29/1922

1.00

Ervinton

R. L. Dingus

Dickenson

459

T 36

S. P. Dinqus, & Wife

7/28/1929

0.42

Ervinton

S. P. Dingus (GEO. ELAM)

Dickenson

537

T 37

Sandy Ridge Coal Co.

11/12/1920

400.00

Ervinton

R. A. Dingus

Dickenson

229

T 38

St. Paul National Bank

8/26/1942

16.00

Ervinton

R. W. Dickenson

Dickenson

356

T 39

Clinchfield Coal Co.

6/4/1906

1354.00

Ervinton

Simpson Dyer’s Heirs

Dickenson

147

T 40

Holston Corporation

9/10/1920

77.06

Ervinton

R. W. Ervin

Dickenson

446

T 41

Virginia Iron Coal & Cake Co.

5/1/1913

1.98

Ervinton

J. T. Edwards

Dickenson

T 42

Cranes Nest Coal & Coke Co.

6/4/1906

122.12

Ervinton

D. L. French

Dickenson

190

T 43

Clinchfield Coal Co.

6/4/1906

22.00

Ervinton

Emaline French

Dickenson

147

T 44

Clinchfield Coal Co.

6/4/1906

47.79

Ervinton

D. L. French

Dickenson

147

T 45

Sandy Ridge Coal Co.

11/12/1920

66.75

Ervinton

H. C. Grizzle

Dickenson

229

T 46

Open Fork Lumber Co.

12/8/1926

8.71

Ervinton

G. T. Grizzle

Dickenson

337-373

T 47

Dawson Coal & Coke Co.

6/4/1906

666.33

Ervinton

W. T. Goodloe

Dickenson

195

T 48

Cranes Nest Coal & Coke Co.

6/4/1906

616.00

Ervinton

Wm. Green

Dickenson

190

T 49

Cranes Nest Coal & Coke Co.

6/4/1906

280.00

Ervinton

Wm. Green

Dickenson

190

T 50

Thursey C. Hamon

8/26/1940

4.30

Ervinton

Thursey C. Hamon

Dickenson

472

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 51

Open Fork Lumber Co.

12/8/1926

30.87

Ervinton

Sarah E. Hamon

Dickenson

337

T 52

B. H. Hamon

8/26/1940

25.38

Ervinton

B. H. Hamon

Dickenson

468

T 53

Open Fork Lumber Co.

12/8/1926

39.33

Ervinton

Margaret Hughes

Dickenson

337

T 54

Open Fork Lumber Co.

12/8/1926

18.73

Ervinton

W. A. Holbrook

Dickenson

337

T 55

Clinchfield Coal Co.

12/16/1935

24.15

Ervinton

Mathias Hensley

Dickenson

501

T 56

Cranes Nest Coal & Coke Co.

9/4/1906

96.47

Ervinton

A. W. Hale

Dickenson

190

T 57

Clinchfield Coal Co.

6/4/1906

49.60

Ervinton

J. P. Harmon

Dickenson

190

T 58

Clinchfield Coal Co.

6/4/1906

94.25

Ervinton

J. P. Harmon

Dickenson

190

T 59

Clinchfield Coal Co.

6/4/1906

85.88

Ervinton

J. P. Harmon

Dickenson

190

T 60

Clinchfield Coal Co.

10/30/1906

461.12

Ervinton

W. E. Harris

Dickenson

186

T 61

G. H. Holbrook & Wife

12/28/1921

18.00

Ervinton

G. H. Holbrook

Dickenson

545

T 62

G. H. Holbrook & Wife

12/28/1921

6.47

Ervinton

G. H. Holbrook

Dickenson

545

T 63

Sandy Ridge Coal Co.

11/12/1920

103.00

Ervinton

Jno. W. Harmon

Dickenson

229

T 64

Sandy Ridge Coal Co.

11/12/1920

135.00

Ervinton

Jno. W. Harmon

Dickenson

229

T 65

Sandy Ridge Coal Co.

11/12/1920

37.50

Ervinton

Jas. W. Hay

Dickenson

229

T 66

Virginia Iron Coal & Coke Co.

5/1/1913

31.22

Ervinton

Jas. W. Hay

Dickenson

T 67

Sandy Ridge Coal Co.

11/12/1920

60.79

Ervinton

Jno. W. Hay

Dickenson

229

T 68

Huston J. Kiser & Wife

12/15/1923

3.72

Ervinton

Huston Kiser

Dickenson

61-62

T 69

M. A. Kiser & Wife

4/10/1923

6.07

Ervinton

M. A. Kiser

Dickenson

395

T 70

Clinchfield Coal Co.

6/4/1906

1488.00

Ervinton

J. M. Kiser

Dickenson & Russel

147

T 71

Clinchfield Coal Co.

6/4/1906

70.00

Ervinton

Louvicy Kiser

Dickenson

147

T 72

K. W. Crabtree & Wife

5/11/1953

31.95

Ervinton

W. & R. L. Deel

Dickenson

106

114

T 73

H. Hardaway

7/29/1912

26.27

Ervinton

A. H. Kiser

Dickenson

260

T 74

Clinchfield Coal Co.

6/4/1906

539.53

Ervinton

E. M. Kiser

Dickenson

147

T 75

Clinchfield Coal Co.

6/4/1906

1372.48

Ervinton

Joseph Kelly

Dickenson

147

T 76

Clinchfield Coal Co.

6/4/1906

142.89

Ervinton

F. P. Kelly

Dickenson

147

T 77

Cranes Nest Coal & Coke Co.

6/4/1906

150.00

Ervinton

Abednego Kiser

Dickenson

190

T 78

Lewis Kiser

7/5/1933

22.50

Ervinton

J. P. Laforce

Dickenson

558

T 79

J. M. & J. W. Harman, H. C. Robst

11/8/1917

22.50

Ervinton

J. P. Laforce

Dickenson

445

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 80

Clinchfield Coal Co.

6/4/1906

95.30

Ervinton

H. W. Lambert

Dickenson

147

T 81

Clinchfield Coal Co.

6/4/1906

163.12

Ervinton

E. J. Long

Dickenson

147

T 82

Clinchfield Coal Co.

6/4/1906

394.56

Ervinton

Jessee Lee

Dickenson

147

T 83

Dawson Coal & Coke Co.

6/4/1906

40.73

Ervinton

G. O. Lee

Dickenson

195

T 84

Sandy Ridge Coal Co.

11/12/1920

37.94

Ervinton

A. H. Moore

Dickenson

229

T 85

Sandy Ridge Coal Co.

11/12/1920

33.00

Ervinton

Sarah T. McCoy

Dickenson

229

T 86

Sandy Ridge Coal Co.

11/12/1920

5.51

Ervinton

H. H. Minton

Dickenson

229

T 87

Wiley McCoy

1/2/1923

21.34

Ervinton

Wiley McCoy

Dickenson

320

T 88

James McCoy

1/2/1923

7.25

Ervinton

James McCoy

Dickenson

319

T 89

Charles Kinser

6/2/1937

56.64

Ervinton

R. H. McCoy

Dickenson

545

T 90

William McCoy’s Heirs

1/2/1923

16.98

Ervinton

William McCoy’s Heirs (correct copy)

Dickenson

322

T 91

Open Fork Lumber Co.

12/8/1926

43.61

Ervinton

Lucy A. McReynolds

Dickenson

337

T 92

A. J. McCoy

3/28/1930

19.80

Ervinton

A. J. McCoy

Dickenson

220

T 93

Open Fork Lumber Co.

12/8/1926

71.27

Ervinton

John M. McCoy

Dickenson

337

T 94

C. E. Meade Heirs

8/20/1951

23.26

Ervinton

Meade & Smith

Dickenson

103

245

T 95

Sandy Ridge Coal Co.

11/12/1920

72.50

Ervinton

John F. McCoy

Dickenson

229

T 96

Cranes Nest Coal & Coke Co.

6/4/1906

130.54

Ervinton

Marion McCoy

Dickenson

190

T 97

Dawson Coal & Coke Co.

6/4/1906

61.63

Ervinton

Joshua Mullins

Dickenson

195

T 98

Open Fork Lumber Co.

12/8/1926

2.02

Ervinton

B. F. Meece

Dickenson

337-373

T 99

Open Fork Lumber Co.

12/8/1926

0.48

Ervinton

B. F. Meece

Dickenson

337-373

T 100

Sandy Ridge Coal Co.

11/12/1920

5.15

Ervinton

B. F. Meece

Dickenson

339

T 101

Cranes Nest Coal & Coke Co.

6/4/1906

951.73

Ervinton

Joshua Pressley

Dickenson

190

T 102

Dawson Coal & Coke Co.

6/4/1906

122.00

Ervinton

W.W. Pressley

Dickenson

195

T 103

Cranes Nest Coal & Coke Co.

6/4/1906

60.24

Ervinton

John Page

Dickenson

190

T 104

Clinchfield Coal Co.

6/4/1906

76.96

Ervinton

R. J. Phillips

Dickenson

147

T 105

Cranes Nest Coal & Coke Co.

6/4/1906

175.32

Ervinton

Laban Phillips

Dickenson

190

T 106

Russell Powers & Wife

8/2/1928

20.27

Ervinton

Russell Powers

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 107

Clinchfield Coal Co.

6/4/1906

30.00

Ervinton

C. C. Puckett

Dickenson

147

T 108

A. R. Austin & Wife

8/17/1920

61.00

Ervinton

F. H. Parkis

Dickenson

552

T 109

Cranes Nest Coal & Coke Co.

6/4/1906

200.00

Ervinton

Peter Reedy

Dickenson

190

T 110

Clinchfield Coal Co.

6/4/1906

310.55

Ervinton

Peter Reedy (Shoffner)

Dickenson

147

T 111

Clinchfield Coal Co.

6/4/1906

143.34

Ervinton

W. J. Ring (W. A. Stanley)

Dickenson

147

T 112

Clinchfield Coal Co.

6/4/1906

101.08

Ervinton

J. G. Keer (W. A. Stanley)

Dickenson

147

T 113

Clinchfield Coal Co.

6/4/1906

58.00

Ervinton

J. T. Ramey (Shoffner)

Dickenson

147

T 114

Cranes Nest Coal & Coke Co.

6/4/1906

124.04

Ervinton

Linville Reedy

Dickenson

190

T 115

J. T. Wilder

5/18/1910

1303.00

Ervinton

Rainwater Ramsey

Dickenson

223

T 116

Clinchfield Coal Co.

614/1906

710.00

Ervinton

Rainwater Ramsey (Bronson)

Dickenson

147

T 117

Sandy Ridge Coal Co.

11/12/1920

1321.75

Ervinton

John S. Rose

Dickenson

229

T 118

Cranes Nest Coal & Coke Co.

6/4/1906

116.77

Ervinton

Sam W. Rose (Wilson Rose)

Dickenson

190

T 119

Cranes Nest Coal & Coke Co.

6/4/1906

150.00

Ervinton

Wilson Rose

Dickenson

190

T 120

Cranes Nest Coal & Coke Co.

6/4/1906

29.00

Ervinton

Wilson Rose (Fee)

Dickenson

190

T 121

Cranes Nest Coal & Coke Co.

6/4/1906

1330.00

Ervinton

Wilson Rose

Dickenson

190

T 122

Clinchfield Coal Co.

6/4/1906

69.42

Ervinton

Robin Rose, Heirs

Dickenson

147

T 123

Cranes Nest Coal & Coke Co.

6/4/1906

70.98

Ervinton

S. G. Rose

Dickenson

190

T 124

H. Hardaway

7/29/1912

35.58

Ervinton

Jude Rasnake

Dickenson

260

T 125

Lillian Rasnake & Husband

8/8/1907

67.04

Ervinton

Lillian Rasnake

Dickenson

451

T 126

Open Fork Lumber Co.

12/8/1926

12.30

Ervinton

Phoebe Rasnick (Elijah)

Dickenson

337-373

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 127

Clinchfield Coal Co.

6/4/1906

262.25

Ervinton

S. H. Richardson

Dickenson

147

T 128

Cranes Nest Coal & Coke Co.

6/4/1906

107.77

Ervinton

Rainwater Ramsey

Dickenson

190

T 129

Clinchfield Coal Co.

6/4/1906

641.00

Ervinton

Jasper Sutherland

Dickenson

147

T 130

Clinchfield Coal Co.

6/4/1906

193.47

Ervinton

Larkin Stanley

Dickenson

147

T 131

Cranes Nest Coal & Coke Co.

6/4/1906

312.02

Ervinton

Larkin Stanley

Dickenson

190

T 132

Cranes Nest Coal & Coke Co.

6/4/1906

129.00

Ervinton

Levi Stanley

Dickenson

190

T 133

Cranes Nest Coal & Coke Co.

6/4/1906

185.53

Ervinton

Jonathan Stanley

Dickenson

190

T 134

Cranes Nest Coal & Coke Co.

6/4/1906

635.72

Ervinton

Lovell Stanley

Dickenson

190

T 135

Cranes Nest Coal & Coke Co.

6/4/1906

64.44

Ervinton

Lovell Stanley

Dickenson

190

T 136

Dawson Coal & Coke Co.

6/4/1906

60.26

Ervinton

A. A. Skeen

Dickenson

1190

T 140

H. Hardaway

1/25/1911

31.77

Ervinton

C. C. Smith

Dickenson

191

T 141

Flourney Smith & Wife

11/30/1916

29.00

Ervinton

H. D. Smith

Dickenson

T 144

Dawson Coal & Coke Co.

6/4/1906

79.01

Ervinton

D. E. Smith

Dickenson

195

T 145

Sandy Ridge Coal Co.

11/12/1920

789.42

Ervinton

David Smith

Dickenson

229

T 146

Clinchfield Coal Co.

5/6/1915

40.00

Ervinton

Elexious Smith

Dickenson

T 151

Dawson Coal & Coke Co.

6/4/1906

152.68

Ervinton

D. E. Smith

Dickenson

195

T 152

Dawson Coal & Coke Co.

6/4/1906

113.42

Ervinton

James W. Smith

Dickenson

195

T 153

Dawson Coal & Coke Co.

6/4/1906

6.52

Ervinton

D. E. Smith

Dickenson

195

T 154

Dawson Coal & Coke Co.

6/4/1906

60.22

Ervinton

A. A. Skeen

Dickenson

195

T 155

Clinchfield Coal Co.

6/4/1906

42.96

Ervinton

A. A. Skeen

Dickenson

147

T 156

Clinchfield Coal Co.

6/4/1906

218.00

Ervinton

Joseph Silcox

Dickenson

147

T 157

Clinchfield Coal Co.

6/4/1906

210.21

Ervinton

Joseph Silcox

Dickenson

147

T 158

Sarah A. Sutherland & Husband

6/25/1907

30.00

Ervinton

Sarah A. Sutherland

Dickenson

364

T 161

Open Fork Lumber Co.

12/8/1926

2.04

Ervinton

Ida J. Smith

Dickenson

337-373

T 163

Open Fork Lumber Co.

12/8/1926

10.83

Ervinton

M. T. Smith

Dickenson

337-373

T 166

A. P. Skeen

1/2/1923

18.27

Ervinton

A. P. Skeen

Dickenson

324

T 167

A. P. Skeen

2/12/1942

24.68

Ervinton

A. P. Skeen

Dickenson

527

T 168

Charles Kinser

6/2/1937

24.68

Ervinton

Tennessee Skeen

Dickenson

545

T 169

Morgan T. Smith

8/20/1951

23.25

Ervinton

Smith & Meade

Dickenson

103

176

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 171

Dawson Coal & Coke Co.

6/4/1906

233.85

Ervinton

Jas. W. Smith et als (Goodloe)

Dickenson

195

T 172

Cranes Nest Coal & Coke Co.

6/4/1906

110.00

Ervinton

Elexious Smith

Dickenson

190

T 173

Cranes Nest Coal & Coke Co.

6/4/1906

228.00

Ervinton

Squire Smith

Dickenson

190

T 174

Cranes Nest Coal & Coke Co.

6/4/1906

80.44

Ervinton

Squire Smith

Dickenson

190

T 175

Cranes Nest Coal & Coke Co.

6/4/1906

119.47

Ervinton

Squire Smith

Dickenson

190

T 176

Clinchfield Coal Co.

6/4/1906

121.77

Ervinton

Noah Smith

Dickenson

190

T 177

Dawson Coal & Coke Co.

6/4/1906

154.07

Ervinton

J. F. Smith

Dickenson

195

T 178

Vadna Salyer

5/7/1941

29.44

Ervinton

Vadna Salyer

Dickenson

432

T 179

Cranes Nest Coal & Coke Co.

6/4/1906

231.00

Ervinton

G. W. Smith

Dickenson

190

T 180

Cranes Nest Coal & Coke Co.

6/4/1906

155.56

Ervinton

W. R. Stallard

Dickenson

190

T 181

Dawson Coal & Coke Co.

6/4/1906

83.45

Ervinton

F. P. Smith

Dickenson

195

T 182

Dawson Coal & Coke Co.

6/4/1906

42.17

Ervinton

Elexious Smith

Dickenson

195

T 183

Dawson Coal & Coke Co.

6/4/1906

53.19

Ervinton

D. W. V. Smith

Dickenson

195

T 184

Clinchfield Coal Co.

6/4/1906

6.23

Ervinton

J. F. Smith

Dickenson

147

T 185

Clinchfield Coal Co.

6/4/1906

292.00

Ervinton

Elexious Smith

Dickenson

147

T 186

Dawson Coal & Coke Co.

6/4/1906

327.39

Ervinton

Noah A. Skeen

Dickenson

195

T 187

Cranes Nest Coal & Coke Co.

6/4/1906

57.41

Ervinton

G. W. Smith

Dickenson

190

T 188

Dawson Coal & Coke Co.

6/4/1906

83.64

Ervinton

M. A. Skeen

Dickenson

195

T 189

Clinchfield Coal Co.

6/4/1906

152.06

Ervinton

W. W. Pressley-A. M. Phipps

Dickenson

147

T 190

C. R. McCoy, spl. Comm.

7/2/1930

23.03

Ervinton

L. A. Turner

Dickenson

382

T 191

Cranes Nest Coal & Coke Co.

6/4/1906

189.95

Ervinton

D. H. Vance

Dickenson

190

T 192

Clinchfield Coal Co.

6/4/1906

57.00

Ervinton

Floyd Viars

Dickenson

147

T 193

Cranes Nest Coal & Coke Co.

6/4/1906

3215.00

Ervinton

Jessee Wampler

Dickenson

463

T 194

Clinchfield Coal Co.

6/4/1906

77.14

Ervinton

W. R. Wampler

Dickenson

152

TL 195

W. H. P. Baker (Formerly M. R. Duffy)

6/15/1952

346.46

Ervinton

R. B. Bise

Dickenson

104

529

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TL 196

T. B. Bise

6/30/1952

130.00

Ervinton

Samuel Edwards

Dickenson

104

531

TL 197

Luther A. Carico & Edna Carico

7/22/1952

5.50

Ervinton

Samuel Carico

Dickenson

105

327

TL 198

Virgie Carico

7/1/1952

5.50

Ervinton

Samuel Carico

Dickenson

104

533

TL 199

Fletcher Childress & Wife

4/26/1949

26.50

Ervinton

Noah Smith

Dickenson

TL 200

Emma Carico Crabtree & Husband

7/19/1952

5.50

Ervinton

Samuel Carico

Dickenson

105

TL 201

D. A. Deel & Wife

7/3/1952

184.00

Ervinton

J. W. Carico

Dickenson

104

537

TL 202

Pearl Carico Edwards (Widow)

7/1/1952

22.00

Ervinton

Samuel Carico

Dickenson

104

535

TL 202

Nancy Carico Ellington, Basil A. Carico, Tony M. Carico, Wm. P. Carico, Ruth Carico Grizzle & Husband, Hazel Carico Bond & Husband

7/28/1952

23.25

Ervinton

Samuel Carico

Dickenson

105

247

TL 203

Bettie Yates Hamilton & Husband

4/26/1949

29.13

Ervinton

Noah Smith

Dickenson

TL 204

Ocie B. Hayes & Husband

6/4/1952

34.00

Ervinton

A. W. Hale

Dickenson

104

433

TL 205

Clinton Hillman, John Hillman & Wife, Mazilpha H. Edwards & Husband, Etta H Pierce & Husband, Maude H. Justice & Husband, Vassie H. Angel Husband, Alyce H. Archibald & Husband, Dorothy M. Greenwood & Husband, Carden A. Hillman & Wife

7/15/1952

44.00

Ervinton

J. W. Carico

Dickenson

105

135

TL 206

Hillman & Wife

7/15/1952

44.00

Ervinton

J. W. Carrico

Dickenson

105

135

TL 207

Lillie McClain (Widow)

5/3/1949

43.00

Ervinton

Noah Smith

Dickenson

TL 208

Finis E. McCoy & Wife

6/4/1952

94.97

Ervinton

A. W. Hale

Dickenson

104

435

TL 209

W. E. McCoy & Wife

6/4/1952

35.00

Ervinton

A. W. Hale

Dickenson

104

437

TL 210

Sammel S. Meade & Wife

7/8/1952

15.00

Ervinton

Jas. T. Edwards

Dickenson

104

543

TL 211

New York Mining & Manufacturing Company

3/30/1950

578.75

Ervinton

Peter Smith

Dickenson

TL 212

J. D. Nicewonder & Wife

4/26/1949

16.00

Ervinton

Noah Smith

Dickenson

TL 213

Norma Carico Odle & Husband

9/5/1952

5.50

Ervinton

Samuel Carico

Dickenson

105

129

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 258

Clinchfield Coal Co.

6/4/1906

453.57

Sand Lick

T. K. Colley (3 Tracts)

Dickenson

147

T 259

Clinchfield Coal Co.

6/4/1906

163.09

Sand Lick

Goulsby Counts (FEE)

Dickenson

147

T 260

Cranes Nest Coal & Coke Co.

6/4/1906

151.77

Sand Lick

John I. Cochran

Dickenson

190

T 261

Cranes Nest Coal & Coke Co.

6/4/1906

1500.00

Sand Lick

E. S. Counts

Dickenson

190

T 262

Clinchfield Coal Co.

6/4/1906

75.66

Sand Lick

E. T. Cochran

Dickenson

147

T 263

Clinchfield Coal Co.

6/4/1906

123.00

Sand Lick

A. H. Compton

Dickenson

147

T 264

Clinchfield Coal Co.

6/4/1906

107.00

Sand Lick

Wm. J. Compton

Dickenson

147

T 265

Susan D. Counts & Husband

10/9/1922

51.44

Sand Lick

Susan D. Counts

Dickenson

130

T 266

Clinchfield Coal Co.

6/4/1906

674.29

Sand Lick

Campbell-Carter

Dickenson

147

T 267

Ellen W. Duryea

1/10/1914

154.00

Sand Lick

E. W. Duryea

Dickenson

431

T 268

Clinchfield Coal Co.

6/4/1906

280.15

Sand Lick

A. Floyd Deal (2 Tracts)

Dickenson & Buchannan

147

T 269

Clinchfield Coal Co.

6/4/1906

192.87

Sand Lick

Richard Deal

Dickenson

147

T 270

Clinchfield Coal Co.

6/4/1906

47.09

Sand Lick

Richard Deal

Dickenson

147

T 271

Clinchfield Coal Co.

6/4/1906

108.43

Sand Lick

R. Deal & Owens (FEE)

Dickenson

147

T 272

Clinchfield Coal Co.

6/4/1906

248.00

Sand Lick

Lemuel Duty

Dickenson & Buchannan

147

T 273

Clinchfield Coal Co.

6/4/1906

378.00

Sand Lick

Joel F. Duty

Dickenson & Buchannan

147

T 274

Clinchfield Coal Co.

6/4/1906

203.00

Sand Lick

Frederick Deel

Dickenson & Buchannan

147

T 275

Clinchfield Coal Co.

6/4/1906

158.00

Sand Lick

Silas Deel

Dickenson

147

T 276

Cranes Nest Coal & Coke Co.

6/4/1906

111.79

Sand Lick

Davis A. Deel

Dickenson

190

T277

Cranes Nest Coal & Coke Co.

6/4/1906

449.84

Sand Lick

D. C. Davis

Dickenson

190

T 278

E. W. & H. E. Duryea

5/10/1915

60.61

Sand Lick

Ellen W. Duryea

Dickenson

130

T 279

Cranes Nest Coal & Coke Co.

6/4/1906

158.00

Sand Lick

B. H. Edwards

Dickenson

190

T 280

Cranes Nest Coal & Coke Co.

6/4/1906

99.90

Sand Lick

B. H. Edwards

Dickenson

190

T 281

Cranes Nest Coal & Coke Co.

6/4/1906

81.06

Sand Lick

J. T. Edwards

Dickenson

190

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 282

Cranes Nest Coal & Coke Co.

6/4/1906

204.77

Sand Lick

B. H. Edwards

Dickenson

190

T 283

Cranes Nest Coal & Coke Co.

6/4/1906

274.37

Sand Lick

B. H. Edwards

Dickenson

190

T 284

Clinchfield Coal Co.

6/4/1906

33.17

Sand Lick

Brice H. Edwards

Dickenson

147

T 285

Clinchfield Coal Co.

6/4/1906

306.78

Sand Lick

A. J. Edwards

Dickenson

147

T 286

Clinchfield Coal Co.

6/4/1906

104.20

Sand Lick

Sol. Fleming

Dickenson

147

T 287

Cranes Nest Coal & Coke Co.

6/4/1906

46.15

Sand Lick

I. B. French

Dickenson

190

T 288

Cranes Nest Coal & Coke Co.

6/4/1906

47.64

Sand Lick

John Fuller

Dickenson

190

T 289

Cranes Nest Coal & Coke Co.

6/4/1906

88.51

Sand Lick

J. W. Farmer

Dickenson

190

T 290

Cranes Nest Coal & Coke Co.

6/4/1906

67.69

Sand Lick

Jacob Fuller (FEE)

Dickenson

190

T 291

Cranes Nest Coal & Coke Co.

6/4/1906

240.08

Sand Lick

Thomas Fuller

Dickenson

190

T 292

Cranes Nest Coal & Coke Co.

6/4/1906

120.48

Sand Lick

Jonas Fuller

Dickenson

190

T 293

Cranes Nest Coal & Coke Co.

6/4/1906

79.60

Sand Lick

Geo. H. Fuller

Dickenson

190

T 294

Cranes Nest Coal & Coke Co.

6/4/1906

276.96

Sand Lick

William Fleming (FEE)

Dickenson

190

T 295

J. W. Flannigan, Jr. & Wife

5/5/1928

75.00

Sand Lick

John W. Flannigan

Dickenson

564

T 296

Cranes Nest Coal & Coke Co.

6/4/1906

149.36

Sand Lick

W. F. Grizzle

Dickenson

190

T 297

Cranes Nest Coal & Coke Co.

6/4/1906

82.47

Sand Lick

W. F. Grizzle

Dickenson

190

T 298

Cranes Nest Coal & Coke Co.

6/4/1906

190.73

Sand Lick

Jesse J. Grizzle

Dickenson

190

T 299

Cranes Nest Coal & Coke Co.

6/4/1906

139.00

Sand Lick

Jonas B. Grizzle

Dickenson

190

T 300

Clinchfield Coal Co.

6/4/1906

82.05

Sand Lick

J. C. Hill

Dickenson

147

T 301

Clinchfield Coal Co.

6/4/1906

93.00

Sand Lick

J. H. Harrison

Dickenson

147

T 302

Clinchfield Coal Co.

6/4/1906

232.00

Sand Lick

Phoebe Hay

Dickenson

147

T 303

Cranes Nest Coal & Coke Co.

6/4/1906

199.61

Sand Lick

John Hay

Dickenson

147

T 304

Cranes Nest Coal & Coke Co.

6/4/1906

259.23

Sand Lick

Clark Harrison (FEE)

Dickenson

190

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 305

Cranes Nest Coal & Coke Co.

6/4/1906

101.02

Sand Lick

Alex Hackney

Dickenson

190

T 306

Cranes Nest Coal & Coke Co.

6/4/1906

64.90

Sand Lick

Albert Hackney

Dickenson

190

T 307

Clinchfield Coal Co.

6/4/1906

88.33

Sand Lick

Geo.W. Hackney

Dickenson

147

T 308

Clinchfield Coal Co.

6/4/1906

14.97

Sand Lick

Interstate

Dickenson

147

T 309

Clinchfield Coal Co.

6/4/1906

246.00

Sand Lick

Ancil Johnson

Dickenson

147

T 310

Dawson Coal & Coke Co.

12/16/1935

397.80

Sand Lick

Eliha Kiser

Dickenson & Russel

492

T 311

Clinchfield Coal Co.

6/4/1906

1895.00

Sand Lick

John C. Kiser’s Heirs

Dickenson

147

T 312

Shown as T2- 140 Holston Corporation

9/10/1920

50.83

Sand Lick

E. C. Kiser

Dickenson

446

T 313

Clinchfield Coal Co.

6/4/1906

1874.41

Sand Lick

John Kiser Heirs

Dickenson

147

T 314

Clinchfield Coal Co.

6/4/1906

83.32

Sand Lick

Chris. Kiser

Dickenson

147

T 315

Warren W. Laforce

6/3/1909

76.18

Sand Lick

Warren W. Laforce

Dickenson

296

T 316

Clinchfield Coal Co.

6/4/1906

48.81

Sand Lick

Jacob Lambert (FEE)

Dickenson

147

T 317

Clinchfield Coal Co.

6/4/1906

30.30

Sand Lick

I. B. McRevnolds

Dickenson

147

T 318

Clinchfield Coal Co.

6/4/1906

76.27

Sand Lick

I. B. McReynolds

Dickenson

147

T 319

Cranes Nest Coal & Coke Co.

6/4/1906

98.00

Sand Lick

I. B. McReynolds

Dickenson

190

T 320

Cranes Nest Coal & Coke Co.

6/4/1906

191.44

Sand Lick

S. T. Newberry

Dickenson

190

T 321

Clinchfield Coal Co.

6/4/1906

40.00

Sand Lick

L. D. R. Owens

Dickenson

147

T 322

Cranes Nest Coal & Coke Co.

6/4/1906

55.00

Sand Lick

A. J. O’Quinn

Dickenson

��

190

T 323

Cranes Nest Coal & Coke Co.

6/4/1906

54.00

Sand Lick

J. W. O’Quinn

Dickenson

147

T 324

Clinchfield Coal Co.

6/4/1906

160.00

Sand Lick

L. D. R. Owens

Dickenson

147

T 325

Clinchfield Coal Co.

6/4/1906

206.19

Sand Lick

Martin Owens

Dickenson

147

T 326

Cranes Nest Coal & Coke Co.

6/4/1906

67.77

Sand Lick

Almareen Owens

Dickenson

190

T 327

Cranes Nest Coal & Coke Co.

6/4/1906

329.72

Sand Lick

Almareen Owens

Dickenson

190

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 328

Cranes Nest Coal & Coke Co.

12/16/1935

282.20

Sand Lick

Henry Owens (FEE)

Dickenson

489

T 329

Cranes Nest Coal & Coke Co.

6/4/1906

38.95

Sand Lick

G. S. Owens

Dickenson

190

T 330

Cranes Nest Coal & Coke Co.

6/4/1906

38.71

Sand Lick

Jas. M. Owens

Dickenson

190

T 331

Clinchfield Coal Co.

6/4/1906

5.39

Sand Lick

Jas. M. Owens

Dickenson

147

T 332

Clinchfield Coal Co.

6/4/1906

84.10

Sand Lick

B. F. & David
Owens (2)

Dickenson

147

T 333

Clinchfield Coal Co.

6/4/1906

194.87

Sand Lick

Andy & Hardin Owens (FEE)

Dickenson

147

T 334

Cranes Nest Coal & Coke Co.

6/4/1906

332.87

Sand Lick

Hardin Owens

Dickenson

190

T 335

Cranes Nest Coal & Coke Co.

6/4/1906

99.54

Sand Lick

Hardin Owens

Dickenson

190

T 336

Cranes Nest Coal & Coke Co.

6/4/1906

304.59

Sand Lick

Almareen Owens

Dickenson

190

T 337

Cranes Nest Coal & Coke Co.

6/4/1906

417.25

Sand Lick

Almareen Owens

Dickenson

190

T 338

Cranes Nest Coal & Coke Co.

6/4/1906

73.88

Sand Lick

Almareen Owens, Jr.

Dickenson

190

T 339

Cranes Nest Coal & Coke Co.

6/4/1906

108.10

Sand Lick

Almareen Owens, Jr.

Dickenson

190

T 340

Cranes Nest Coal & Coke Co.

6/4/1906

115.15

Sand Lick

Hardin Owens

Dickenson

190

T 341

Clinchfield Coal Co.

6/4/1906

241.80

Sand Lick

L. D. R. Owens

Dickenson

147

T 342

Clinchfield Coal Co.

6/4/1906

76.00

Sand Lick

C. C. Powers (Fee)

Dickenson

147

T 343

Clinchfield Coal Co.

6/4/1906

50.00

Sand Lick

Russel Powers

Dickenson

147

T 344

Clinchfield Coal Co.

6/4/1906

117.30

Sand Lick

T. J. Powers (Jeff.)

Dickenson

147

T 345

Clinchfield Coal Co.

6/4/1906

164.50

Sand Lick

Arch Powers (F. T. Adams)

Dickenson

147

T 346

Clinchfield Coal Co.

6/4/1906

336.00

Sand Lick

T. E. Perry

Dickenson

147

T 347

Clinchfield Coal Co.

6/4/1906

733.89

Sand Lick

Jno. W. Robinson

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 348

Clinchfield Coal Co.

6/4/1906

215.00

Sand Lick

James Rasnake

Dickenson

147

T 349

Clinchfield Coal Co.

6/4/1906

388.52

Sand Lick

James Rasnake

Dickenson

147

T 350

Clinchfield Coal Co.

6/4/1906

95.00

Sand Lick

James Rasnake

Dickenson

147

T 351

Cranes Nest Coal & Coke Co.

6/4/1906

54.00

Sand Lick

Wm.Ratliff

Dickenson

190

T 352

Clinchfield Coal Co.

6/4/1906

91.83

Sand Lick

E. J. Rasnake

Dickenson

147

T 353

J. T. Wilder

5/18/1910

167.60

Sand Lick

W. F. Stanley

Dickenson

223

T 354

Clinchfield Coal Co.

6/4/1906

76.47

Sand Lick

James Sykes

Dickenson

147

T 355

Horace Hardaway

6/10/1914

97.91

Sand Lick

John A. Sykes (3 Tracts)

Dickenson

586

T 356

Horace Hardaway

6/10/1914

34.57

Sand Lick

Alex. Sykes

Dickenson

586

T 357

Clinchfield Coal Co.

6/4/1906

48.07

Sand Lick

B. M. Sykes

Dickenson

147

T 358

Cranes Nest Coal & Coke Co.

6/4/1906

354.62

Sand Lick

J. L. Sifers

Dickenson

190

T 359

Clinchfield Coal Co.

6/4/1906

300.00

Sand Lick

W. D. Stanley (Wilder)

Dickenson

147

T 360

Cranes Nest Coal & Coke Co.

6/4/1906

74.21

Sand Lick

S. J. Stanley

Dickenson

190

T 361

Clinchfield Coal Co.

6/4/1906

289.31

Sand Lick

Geo.W. Sutherland

Dickenson

147

T 362

Cranes Nest Coal & Coke Co.

6/4/1906

210.05

Sand Lick

F. P. Smith (FEE)

Dickenson

190

T 363

Clinchfield Coal Co.

6/4/1906

364.91

Sand Lick

D. B. Sutherland

Dickenson

147

T 364

Clinchfield Coal Co.

6/4/1906

408.23

Sand Lick

N. B. Sutherland

Dickenson

147

T 365

Clinchfield Coal Co.

6/4/1906

202.20

Sand Lick

W. F. sutherland

Dickenson

147

T 366

Clinchfield Coal Co.

6/4/1906

689.00

Sand Lick

Samuel B. Sutherland

Dickenson

147

T 367

Cranes Nest Coal & Coke Co.

6/4/1906

822.24

Sand Lick

Newton Sutherland

Dickenson

190

T 368

Clinchfield Coal Co.

6/4/1906

927.30

Sand Lick

Joshua W. M. Sutherland

Dickenson

147

T 369

Clinchfield Coal Co.

6/4/1906

411.43

Sand Lick

Nancy Sutherland

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 370

Cranes Nest Coal & Coke Co.

6/4/1906

382.93

Sand Lick

R. D. Sutherland

Dickenson

190

T 372

Cranes Nest Coal & Coke Co.

6/4/1906

507.64

Sand Lick

James H. Sutherland

Dickenson

190

T 373

Cranes Nest Coal & Coke Co.

6/4/1906

296.56

Sand Lick

J. C. Sutherland

Dickenson

190

T 374

Clinchfield Coal Co.

6/4/1906

21.23

Sand Lick

S. D. Sutherland

Dickenson

152

T 375

Clinchfield Coal Co.

6/4/1906

49.50

Sand Lick

J. C. Smith

Dickenson

147

T 377

Clinchfield Coal Co.

6/4/1906

388.00

Sand Lick

W. B. Stras

Dickenson

147

T 378

Clinchfield Coal Co.

6/4/1906

49.77

Sand Lick

S. D. Sutherland

Dickenson

147

T 379

Clinchfield Coal Co.

6/4/1906

23.00

Sand Lick

N. B. Sutherland

Dickenson

147

T 387

Clinchfield Coal Co.

6/4/1906

80.00

Sand Lick

H. B. & G. H. Sutherland (FEE)

Dickenson

147

T 388

Clinchfield Coal Co.

6/4/1906

354.00

Sand Lick

Henry Sutherland (FEE)

Dickenson

147

T 389

Clinchfield Coal Co.

6/4/1906

76.30

Sand Lick

S. D. Sutherland

Dickenson

147

T 390

Clinchfield Coal Co.

6/4/1906

160.00

Sand Lick

S. D. Sutherland

Dickenson

147

T 392

Clinchfield Coal Co.

6/4/1906

119.00

Sand Lick

J. H. Sutherland

Dickenson

147

T 393

Clinchfield Coal Co.

6/4/1906

236.00

Sand Lick

Chas. C. Sutherland

Dickenson

147

T 395

Clinchfield Coal Co.

6/4/1906

411.43

Sand Lick

Nancy Sutherland

Dickenson

147

T 396

Cranes Nest Coal & Coke Co.

6/4/1906

382.73

Sand Lick

R. D. Sutherland

Dickenson

190

T 401

Dawson Coal & Coke Co.

6/4/1906

96.08

Sand Lick

A. A. Skeen

Dickenson

195

T 405

Clinchfield Coal Co.

6/4/1906

225.00

Sand Lick

H. W. Sutherland

Dickenson

147

T 406

Clinchfield Coal Co.

6/4/1906

183.00

Sand Lick

B. Sutherland (FEE)

Dickenson

147

T 407

Clinchfield Coal Co.

6/4/1906

153.00

Sand Lick

N. B. Sutherland

Dickenson

147

T 408

Clinchfield Coal Co.

6/4/1906

382.22

Sand Lick

E. Sutherland Heirs

Dickenson

147

T 409

Clinchfield Coal Co.

6/4/1906

430.65

Sand Lick

J. N. R. Sutherland

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 411

Clinchfield Coal Co.

6/4/1906

296.00

Sand Lick

H.W. Sutherland (FEE)

Dickenson

147

T 413

Clinchfield Coal Co.

6/4/1906

354.00

Sand Lick

Henry Sutherland (FEE)

Dickenson

147

T 414

Clinchfield Coal Co.

6/4/1906

76.30

Sand Lick

S. D. Sutherland

Dickenson

147

T 416

Clinchfield Coal Co.

6/4/1906

333.19

Sand Lick

S. D. Sutherland

Dickenson

147

T 419

Cranes Nest Coal & Coke Co.

6/4/1906

56.56

Sand Lick

J. R. Turner

Dickenson

190

T 420

Cranes Nest Coal & Coke Co.

6/4/1906

42.60

Sand Lick

J. R. Turner

Dickenson

190

T 421

Cranes Nest Coal & Coke Co.

6/4/1906

187.50

Sand Lick

J. R. Turner

Dickenson

190

T 422

Cranes Nest Coal & Coke Co.

6/4/1906

229.20

Sand Lick

J. R. Turner

Dickenson

190

T 423

Cranes Nest Coal & Coke Co.

6/4/1906

39.74

Sand Lick

C. R. Turner

Dickenson

190

T 424

Clinchfield Coal Co.

6/4/1906

46.13

Sand Lick

J. R. Turner

Dickenson

147

T 425

Clinchfield Coal Co.

6/4/1906

169.03

Sand Lick

S. J. Turner

Dickenson

147

T 426

Clinchfield Coal Co.

6/4/1906

54.91

Sand Lick

J. R. Turner

Dickenson

147

T 427

Cranes Nest Coal & Coke Co.

6/4/1906

244.00

Sand Lick

John L. Tiller

Dickenson

190

T 428

Clinchfield Coal Co.

6/4/1906

245.00

Sand Lick

David Tiller, Jr.

Dickenson

147

T 429

Cranes Nest Coal & Coke Co.

6/4/1906

77.50

Sand Lick

S. J. Tiller (FEE)

Dickenson

190

T 430

Clinchfield Coal Co.

6/4/1906

164.31

Sand Lick

S. J. Tiller

Dickenson

147

T 431

Clinchfield Coal Co.

6/4/1906

139.00

Sand Lick

W. J. Tiller

Dickenson

147

T 432

Clinchfield Coal Co.

6/4/1906

400.00

Sand Lick

David Tiller (FEE)

Dickenson

147

T 433

Tarpon Coal & Coke Co.

2/20/1915

37.06

Sand Lick

S. S. Viers

Dickenson

T 434

Cranes Nest Coal & Coke Co.

6/4/1906

184.27

Sand Lick

Joseph Viers

Dickenson

190

T 435

Cranes Nest Coal & Coke Co.

6/4/1906

202.38

Sand Lick

Larkin Viers (2 Tracts)

Dickenson

190

T 436

Clinchfield Coal Co.

6/4/1906

126.89

Sand Lick

Plessant Viers

Dickenson

147

T 437

Clinchfield Coal Co.

6/4/1906

182.55

Sand Lick

Floyd Viers & Owens

Dickenson

147

T 438

Clinchfield Coal Co.

6/4/1906

75.96

Sand Lick

F. Viers & A. Owens (Skeen)

Dickenson

147

T 439

Clinchfield Coal Co.

6/4/1906

223.40

Sand Lick

Lewis Viers

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 440

Clinchfield Coal Co.

6/4/1906

193.87

Sand Lick

Henderson Viers

Dickenson

147

T 441

Clinchfield Coal Co.

6/4/1906

185.73

Sand Lick

Larkin Viers (2 Tracts)

Dickenson

147

T 442

Clinchfield Coal Co.

6/4/1906

133.52

Sand Lick

Floyd Viers

Dickenson

147

T 443

Clinchfield Coal Co.

6/4/1906

34.04

Sand Lick

W. L. J. Wright

Dickenson

147

T 444

Clinchfield Coal Co.

6/4/1906

916.84

Sand Lick

J. W. Wright (Shoffner)

Dickenson

147

T 445

Cranes Nest Coal & Coke Co.

6/4/1906

386.66

Sand Lick

W. L. F. Wright

Dickenson

190

T 446

Clinchfield Coal Co.

6/4/1906

132.78

Sand Lick

C. C. Wood

Dickenson

147

T 447

Cranes Nest Coal & Coke Co.

6/4/1906

152.87

Sand Lick

C. A. Willis

Dickenson

190

T 448

Cranes Nest Coal & Coke Co.

6/4/1906

49.21

Sand Lick

S. E. Wright

Dickenson

190

T 449

Cranes Nest Coal & Coke Co.

6/4/1906

94.41

Sand Lick

Jesse Wampler

Dickenson

463

T 450

Clinchfield Coal Co.

6/4/1906

320.90

Sand Lick

Jessee Wampler

Dickenson

152

T 451

Clinchfield Coal Co.

6/4/1906

1868.00

Sand Lick

H. G. Wampler

Dickenson

152

T 452

Cranes Nest Coal & Coke Co.

6/4/1906

103.39

Sand Lick

Jeremiah Yates

Dickenson

190

T 453

Clinchfield Coal Co.

6/4/1906

625.93

Cleveland

William Artrip

Russell

152

T 454

Clinchfield Coal Co.

6/4/1906

193.39

Cleveland

Samuel Artrip

Russell

152

T 455

Clinchfield Coal Co.

6/4/1906

88.57

Cleveland

Samuel Artrip

Russell

152

T 456

Clinchfield Coal Co.

6/4/1906

350.21

Cleveland

Bryant Breeding

Russell

152

T 457

Clinchfield Coal Co.

6/4/1906

35.10

Cleveland

John Breeding

Russell

152

T 458

Clinchfield Coal Co.

6/4/1906

6.64

Cleveland

W. R. Baumgardner

Russell

152

T 459

Clinchfield Coal Co.

6/4/1906

314.51

Cleveland

Breeding Bros.

Russell

152

T 460

Clinchfield Coal Co.

6/4/1906

148.40

Cleveland

Jas. A. Gilbert

Russell

152

T 461

Clinchfield Coal Co.

6/4/1906

88.55

Cleveland

Jas. A. Gilbert

Russell

152

T 462

Clinchfield Coal Co.

6/4/1906

442.48

Cleveland

W. P. Grizzle

Russell

152

T 463

Clinchfield Coal Co.

6/4/1906

1142.51

Cleveland

Henry Kiser

Dickenson & Russel

117

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 464

Clinchfield Coal Co.

6/4/1906

237.28

Cleveland

J. P. Lockhart

Russell

152

T 465

John Laforce & Wife

5/15/1909

7.31

Cleveland

John Laforce

Russell

502

T 466

Clinchfield Coal Co.

6/4/1906

235.75

Cleveland

James Laforce

Russell

152

T 467

John Laforce & Wife

5/19/1909

46.50

Cleveland

John Laforce

Russell

502

T 468

Grant Laforce & Wife

10/3/1909

44.19

Cleveland

Polly Laforce

Russell

152

T 469

Clinchfield Coal Co.

6/4/1906

148.00

Cleveland

Culberson Laforce

Russell

152

T 470

Clinchfield Coal Co.

6/4/1906

86.46

Cleveland

J. W. Laforce

Russell

152

T 471

Clinchfield Coal Co.

6/4/1906

217.74

Cleveland

J. P. Lockhart

Russell

152

T 472

Clinchfield Coal Co.

6/4/1906

482.36

Cleveland

Warren Laforce

Russell

152

T 473

Clinchfield Coal Co.

6/4/1906

248.92

Cleveland

David Musick

Russell

152

T 474

Clinchfield Coal Co.

6/4/1906

106.33

Cleveland

Jacob Musick

Russell

152

T 475

Clinchfield Coal Co.

6/4/1906

80.20

Cleveland

Draton Musick

Russell

152

T 476

Clinchfield Coal Co.

6/4/1906

20.21

Cleveland

Fielding Musick

Russell

152

T 477

Clinchfield Coal Co.

6/4/1906

43.67

Cleveland

Fielding Musick

Russell

152

T 478

Clinchfield Coal Co.

6/4/1906

63.58

Cleveland

Utah Musick

Russell

152

T 479

Clinchfield Coal Co.

6/4/1906

43.00

Cleveland

Jahial Musick

Russell

152

T 480

Clinchfield Coal Co.

6/4/1906

12.77

Cleveland

Utah Musick

Russell

152

T 481

Clinchfield Coal Co.

6/4/1906

80.20

Cleveland

Vesta Musick

Russell

152

T 482

Clinchfield Coal Co.

6/4/1906

1498.70

Cleveland

Stephen Rasnake

Russell

152

T 483

Clinchfield Coal Co.

6/4/1906

519.46

Cleveland

Robt. Rasnake

Russell

152

T 484

Clinchfield Coal Co.

6/4/1906

256.00

Cleveland

John Rasnake

Russell

152

T 485

Clinchfield Coal Co.

6/4/1906

250.53

Cleveland

N. B. Rasnake

Russell

152

T 486

Eliha Sutherland & Wife

5/18/1909

30.12

Cleveland

Eliha Sutherland

Russell

280

T 487

Clinchfield Coal Co.

6/4/1906

21.00

Cleveland

V. R. Sutherland

Russell

152

T 488

Clinchfield Coal Co.

6/4/1906

65.48

Cleveland

Skeen-Sutherland

Russell

152

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 489

Clinchfield Coal Co.

6/4/1906

337.55

Cleveland

Jasper-Skeen

Russell

152

T 490

Clinchfield Coal Co.

6/4/1906

149.17

Cleveland

Major Smith

Russell

152

T 491

Clinchfield Coal Co.

6/4/1906

200.00

Cleveland

Eliha Sutherland

Russell

152

T 492

Clinchfield Coal Co.

6/4/1906

240.00

Cleveland

Eliha Sutherland

Russell & Dickenson

152

T 493

Clinchfield Coal Co.

6/4/1906

586.00

Cleveland

Eliha Sutherland

Russell

152

T 494

Wilbur L. Moorman & Wife

5/31/1907

95.60

Cleveland

Eliha Sutherland

Russell

104

T 495

Clinchfield Coal Co.

6/4/1906

327.93

Cleveland

John Sutherland

Russell

152

T 496

Clinchfield Coal Co. (Eliz. Breeding)

6/8/1909

240.09

Cleveland

James Taylor

Russell

348

T 497

Mary Artrip Heirs et als

9/30/1909

7.83

Cleveland

Samuel Wilbur

Russell

151

T 498

Cyndesta Wyatt et als

10/8/1909

17.35

Cleveland

Cyndesta Wyatt

Russell

136

T 499

Clinchfield Coal Co.

6/4/1906

527.00

New Garden

Abram Bowen

Russell & Buchannan

152

T 500

Clinchfield Coal Co.

6/4/1906

635.84

New Garden

Isaac V. Cook

Russell

152

T 501

Clinchfield Coal Co.

6/4/1906

1167.41

New Garden

William Crabtree

Russell & Buchannan

152

T 502

Clinchfield Coal Co.

6/4/1906

168.89

New Garden

William Crabtree

Russell & Buchannan

152

T 503

Clinchfield Coal Co.

6/4/1906

202.33

New Garden

Jacob Cook

Russell & Buchannan

152

T 504

Clinchfield Coal Co.

6/4/1906

318.26

New Garden

Jasper Cook

Russell & Buchannan

152

T 505

Clinchfield Coal Co.

6/4/1906

267.86

New Garden

J. H. Fife

Russell

152

T 506

Clinchfield Coal Co.

6/4/1906

56.98

New Garden

Peter Goldback

Russell

152

T 507

Clinchfield Coal Co.

6/4/1906

43.20

New Garden

Joan C. Gilbert

Russell

152

T 508

Clinchfield Coal Co.

6/4/1906

26.46

New Garden

Jas. A. Gilbert

Russell

152

T 509

Clinchfield Coal Co.

6/4/1906

15.00

New Garden

J. C. Gilbert

Russell

152

T 510

Clinchfield Coal Co.

6/4/1906

67.81

New Garden

J. C. Gilbert

Russell

152

T 511

Clinchfield Coal Co.

6/4/1906

97.98

New Garden

Colbert Musick

Russell

152

T 512

Clinchfield Coal Co.

6/4/1906

409.61

New Garden

Jacob (Alvin) Musick

Russell

152

T 513

Clinchfield Coal Co.

6/4/1906

164.00

New Garden

G. W. Musick

Russell

152

T 514

J. C. Musick & Wife

3/4/1909

20.64

New Garden

J. C. Musick

Russell

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 515

Clinchfield Coal Co.

6/4/1906

140.58

New Garden

Alven Musick

Russell

152

T 516

Clinchfield Coal Co.

6/4/1906

82.42

New Garden

Jonas Rasnake

Russell

152

T 517

Clinchfield Coal Co.

6/4/1906

63.36

New Garden

J. W. Rasnake

Russell & Buchannan

152

T 518

Clinchfield Coal Co.

6/4/1906

79.60

New Garden

J. W. Rasnake

Russell

152

T 519

Clinchfield Coal Co.

6/4/1906

82.00

New Garden

V. R. Sutherland

Russell & Buchannan

152

T 520

Clinchfield Coal Co.

6/4/1906

75.09

New Garden

V. R. Sutherland

Russell & Buchannan

152

T 521

Clinchfield Coal Co.

6/4/1906

67.07

New Garden

Geo. A. Warder

Russell

152

T 522

Clinchfield Coal Co.

6/4/1906

12.36

Castlewood

John Brooks

Russell

152

T 523

Clinchfield Coal Co.

6/4/1906

99.90

Castlewood

H. F. Couch

Russell

152

T 524

Clinchfield Coal Co.

6/4/1906

43.74

Castlewood

S. S. Dotson

Russell

152

T 525

Dawson Coal & Coke Co.

6/4/1906

6000.00

Castlewood

Dawson

Russell & Dickenson

T 526

Dawson Coal & Coke Co.

6/4/1906

1052.02

Castlewood

Dawson (Fields, W. Comm.)

Russell

T 527

J. H. P. Smith et als

9/23/1909

50.36

Castlewood

A. L. Grizzle

Russell

122

T 528

Geo. W. Grizzle & Wife

6/29/1909

65.64

Castlewood

Geo. Grizzle

Russell

410

T 529

T. B. Howard &Wife

7/30/1918

1.00

Castlewood

T. B. Howard

Russell

527

T 530

Clinchfield Coal Co.

6/4/1906

103.70

Castlewood

Laban Holbrook

Russell

152

T 531

Henry Powers, et ux. Louise

1/11/1921

84.73

Castlewood

J. H. Jessee

Russell & Dickenson

T 532

Clinchfield Coal Co.

6/4/1906

119.94

Castlewood

Allen Kiser

Russell

152

T 533

Clinchfield Coal Co.

6/4/1906

349.49

Castlewood

Abraham Kiser

Russell

152

T 534

Clinchfield Coal Co.

6/4/1906

216.73

Castlewood

J. M. Kiser

Russell

152

T 535

Clinchfield Coal Co.

6/4/1906

59.95

Castlewood

S. Kiser

Russell

152

T 536

Clinchfield Coal Co.

6/4/1906

23.30

Castlewood

W. S. & M. T. Kiser

Russell

152

T 537

Clinchfield Coal Co.

6/4/1906

91.00

Castlewood

A. A. Kiser

Russell

152

T 538

Clinchfield Coal Co.

6/4/1906

13.58

Castlewood

U. S. Kiser

Russell

152

T 539

Jas. D. Kiser, Sr. Heirs

7/6/1909

87.20

Castlewood

James D. Kiser

Russell

471

T 540

Jas. D. Kiser, Sr. Heirs

7/6/1909

43.92

Castlewood

James D. Kiser

Russell

473

T 541

Clinchfield Coal Co.

6/4/1906

240.33

Castlewood

James D. Kiser

Russell & Dickenson

152

T 542

Clinchfield Coal Co.

6/4/1906

120.60

Castlewood

E. S. Kiser

Russell

152

T 543

Clinchfield Coal Co.

6/4/1906

103.00

Castlewood

Samuel J. Kiser

Russell

152

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 544

Clinchfield Coal Co.

6/4/1906

71.10

Castlewood

Jno. M. Kiser

Russell

152

T 545

Clinchfield Coal Co.

6/4/1906

104.90

Castlewood

Gee. C. Kiser

Russell

152

T 546

Clinchfield Coal Co.

6/4/1906

125.00

Castlewood

Nimrod Kiser

Russell

152

T 547

Hiram A. Kiser & Wife & Archie Kiser & Wife

8/8/1923

29.02

Castlewood

Hiram A. Kiser

Russell

220

T 548

Clinchfield Coal Co.

6/4/1906

108.34

Castlewood

William F. Kiser

Russell

152

T 549

L. B. Kiser & Wife

7/29/1926

3.10

Castlewood

Lowery B. Kiser

Russell

511

T 550

E. M. Kiser & Wife

12/20/1921

140.00

Castlewood

E. M. Kiser

Russell

526-529

T 551

A. B. Kiser & Wife

9/12/1923

44.65

Castlewood

A. B. Kiser

Russell

391

T 552

E. V. Kiser & Wife

3/21/1924

5.93

Castlewood

E. Villio Kiser

Russell

593

T 553

Aaron Laforce et als

7/7/1910

87.06

Castlewood

Aaron Laforce

Russell

406

T 554

John Laforce & Wife

5/19/1909

88.94

Castlewood

John Laforce

Russell

502

T 555

Clinchfield Coal Co.

6/4/1906

588.87

Castlewood

John W. Laforce

Russell

152

T 556

Clinchfield Coal Co.

6/4/1906

457.08

Castlewood

Joseph Laforce

Russell

152

T 557

Clinchfield Coal Co.

6/4/1906

387.00

Castlewood

Elijah Laforce

Russell

152

T 558

Clinchfield Coal Co.

6/4/1906

241.06

Castlewood

E. A. Leonard

Russell

152

T 559

Wm. Mercer & Wife

5/6/1909

29.98

Castlewood

Wm. Mercer

Russell

261

T 560

W. L. Moorman & Wife

5/31/1909

65.92

Castlewood

W. L. Moorman

Russell

104

T 561

Clinchfield Coal Co.

6/4/1906

100.00

Castlewood

S. D. May

Russell

152

T 562

Clinchfield Coal Co.

6/4/1906

355.00

Castlewood

William Minton

Russell

152

T 563

Clinchfield Coal Co.

6/4/1906

288.23

Castlewood

William Minton

Russell

152

T 564

Clinchfield Coal Co.

6/4/1906

181.33

Castlewood

Henry Powers

Russell & Dickenson

152

T 565

Clinchfield Coal Co.

6/4/1906

431.36

Castlewood

Moncier Sutherland

Russell

152

T 566

Dawson Coal & Coke Co.

6/4/1906

8.09

Castlewood

D. L. Silcox

Russell

T 567

John Wolfe & Wife

11/1/1923

3.38

Castlewood

John Wolfe

Russell

500

T 568

Jas. A. Kiser & Wife

9/21/1923

47.27

Castlewood

James A. Kiser

Russell

395

T 569

Clinchfield Coal Co.

6/4/1906

210.00

Hurricane

Noah G. Ball

Buchanan

256

T 570

Clinchfield Coal Co.

6/4/1906

1075.00

Hurricane

N. J. Buckell

Buchanan

256

T 571

Clinchfield Coal Co.

6/4/1906

126.00

Hurricane

John W. Barton

Buchanan

256

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 572

Clinchfield Coal Co.

6/4/1906

236.00

Hurricane

J. W. Barton

Buchanan

256

T 573

Clinchfield Coal Co.

6/4/1906

131.00

Hurricane

G. W. Barton

Buchanan

256

T 574

Clinchfield Coal Co.

6/4/1906

22.00

Hurricane

G. W. Barton

Buchanan

256

T 575

Clinchfield Coal Co.

6/4/1906

67.00

Hurricane

G. W. Barton

Buchanan

256

T 576

Clinchfield Coal Co.

6/4/1906

223.00

Hurricane

Fielden Combs

Buchanan

256

T 577

Clinchfield Coal Co.

6/4/1906

342.27

Hurricane

Fielden Combs

Buchanan

256

T 578

Clinchfield Coal Co.

6/4/1906

98.00

Hurricane

Larkin Combs

Buchanan

256

T 579

Clinchfield Coal Co.

6/4/1906

91.00

Hurricane

Lafayett Combs

Buchanan

256

T 580

Clinchfield Coal Co.

6/4/1906

87.61

Hurricane

Fielden Combs

Buchanan

256

T 581

Clinchfield Coal Co.

6/4/1906

147.00

Hurricane

Stephens Combs

Buchanan

256

T 582

Clinchfield Coal Co.

6/4/1906

69.00

Hurricane

Mesback Compton

Buchanan

256

T 583

Dawson Coal & Coke Co.

6/4/1906

98.25

Hurricane

John H. Duty

Buchanan

533

T 584

Cranes Nest Coal & Coke Co.

6/4/1906

194.00

Hurricane

Wm. H. Duty

Buchanan

546

T 585

Clinchfield Coal Co.

6/4/1906

70.00

Hurricane

David F. Deel

Buchanan

256

T 586

Clinchfield Coal Co.

6/4/1906

190.00

Hurricane

Wm. F. Deel

Buchanan

256

T 587

Cranes Nest Coal & Coke Co.

6/4/1906

98.00

Hurricane

H. P. Deel

Buchanan

256

T 588

Clinchfield Coal Co.

6/4/1906

328.00

Hurricane

Jas. H. Fuller

Buchanan

256

T 589

Clinchfield Coal Co.

6/4/1906

1000.00

Hurricane

Jas. Ball & Wm. Fuller

Buchanan

256

T 590

Clinchfield Coal Co.

6/4/1906

50.00

Hurricane

G. B. Fletcher

Buchanan

256

T 591

Clinchfield Coal Co.

6/4/1906

144.00

Hurricane

W. W. Fletcher

Buchanan

256

T 592

Clinchfield Coal Co.

6/4/1906

60.00

Hurricane

J. R. Johnson

Buchanan

256

T 593

Clinchfield Coal Co.

6/4/1906

149.00

Hurricane

W. R. Jackson

Buchanan

256

T 594

Clinchfield Coal Co.

6/4/1906

135.00

Hurricane

Jas. Jackson

Buchanan

256

T 595

Clinchfield Coal Co.

6/4/1906

100.00

Hurricane

L. D. Jackson

Buchanan

256

T 596

Clinchfield Coal Co.

6/4/1906

17.45

Hurricane

Allen James

Buchanan

256

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 597

Clinchfield Coal Co.

6/4/1906

225.00

Hurricane

Jacob R. Lester

Buchanan

256

T 598

Clinchfield Coal Co.

6/4/1906

125.00

Hurricane

J. R. Lester

Buchanan

256

T 599

Clinchfield Coal Co.

6/4/1906

300.00

Hurricane

Jacob Lester

Buchanan

256

T 600

Cranes Nest Coal & Coke Co.

6/4/1906

230.96

Hurricane

Noah & Elijah Lambert

Buchanan

546

T 601

Clinchfield Coal Co.

6/4/1906

204.00

Hurricane

J. P. Lambert

Buchanan & Dickenson

256

T 602

Clinchfield Coal Co.

6/4/1906

125.00

Hurricane

W. A. McFarland

Buchanan

256

T 603

Clinchfield Coal Co.

6/4/1906

350.00

Hurricane

J. M. & L. L. McFarland

Buchanan

256

T 604

Cranes Nest Coal & Coke Co.

6/4/1906

80.00

Hurricane

R. S. W. O’Quinn

Buchanan

546

T 605

Clinchfield Coal Co.

6/4/1906

500.00

Hurricane

Daniel Puckett

Buchanan

256

T 606

Clinchfield Coal Co.

6/4/1906

559.00

Hurricane

Joseph Pressley

Buchanan

256

T 607

Clinchfield Coal Co.

6/4/1906

176.00

Hurricane

Taze Pressley

Buchanan

256

T 608

Clinchfield Coal Co.

6/4/1906

103.00

Hurricane

Taze Pressley

Buchanan

256

T 609

Clinchfield Coal Co.

6/4/1906

149.00

Hurricane

John Pressley

Buchanan

256

T 610

Cranes Nest Coal & Coke Co.

6/4/1906

100.00

Hurricane

J. W. Rasnake

Buchanan

546

T 611

Clinchfield Coal Co.

6/4/1906

349.33

Hurricane

Mariah Stinson

Buchanan & Dickenson

256

T 612

Clinchfield Coal Co.

6/4/1906

330.00

Hurricane

J. M. Stallard

Buchanan

256

T 613

Clinchfield Coal Co.

6/4/1906

134.00

Hurricane

John W. Stallard

Buchanan

256

T 614

Clinchfield Coal Co.

6/4/1906

60.00

Hurricane

S. J. Tiller

Buchanan

256

T 615

Clinchfield Coal Co.

6/4/1906

241.49

Hurricane

A. B. Nicholas et als

Buchanan

256

T 616

Clinchfield Coal Co.

6/4/1906

100.00

Hurricane

David Tiller, Sr.

Buchanan

256

T 617

Cranes Nest Coal & Coke Co.

6/4/1906

128.00

Hurricane

David Tiller

Buchanan

546

T 618

Clinchfield Coal Co.

6/4/1906

118.00

Hurricane

Geo. W. Tiller

Buchanan

256

T 619

Clinchfield Coal Co.

6/4/1906

40.00

Hurricane

William Taylor

Buchanan

256

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 620

Clinchfield Coal Co.

6/3/1906

50.00

Hurricane

J. S. Williams

Buchanan

256

T 621

Clinchfield Coal Co.

6/4/1906

72.00

Hurricane

G. A. Warder

Buchanan & Dickenson

256

T 622

Cranes Nest Coal & Coke Co.

6/4/1906

41.68

Kennedy

William Adkins

Dickenson

190

T 623

Cranes Nest Coal & Coke Co.

6/4/1906

11.01

Kennedy

Henry.Adking

Dickenson

190

T 624

Cranes Nest Coal & Coke Co.

6/4/1906

213.00

Kennedy

W. H. Aston

Dickenson

190

T 625

H. Hardaway

2/20/1915

116.83

Kennedy

Alley-Hutchinson

Dickenson

T 626

Cranes Nest Coal & Coke Co.

6/4/1906

1001.00

Kennedy

Thomas Bise

Dickenson

190

T 627

Ira Boggs et als

7/14/1910

81.47

Kennedy

Ira Boggs

Dickenson

246

T 628

Bessie Buchanan

9/8/1953

40.00

Kennedy

Bessie Buchanan

Dickenson

106

452

T 629

Cranes Nest Coal & Coke Co.

6/4/1906

202.00

Kennedy

D. M. & E. Buchanan

Dickenson

190

T 630

Clinchfield Coal Co.

6/4/1906

261.00

Kennedy

J. H. Beverly

Dickenson

147

T 631

Chas. R. Booher

9/16/1953

23.73

Kennedy

Chas. Booher

Dickenson

106

473

T 632

Clinchfield Coal Co.

6/4/1906

89.87

Kennedy

William Crabtree

Dickenson

147

T 633

Clinchfield Coal Co.

6/4/1906

38.65

Kennedy

R. R. Crabtree (S. Mullins)

Dickenson

147

T 634

E. H. Cantrell et als

4/30/1910

151.88

Kennedy

H. B. Cantrell

Dickenson

180

T 635

Clinchfield Coal Co.

4/30/1906

125.00

Kennedy

William Cantrell

Dickenson

147

T 636

Frank Crabtree

9/2/1953

129.42

Kennedy

Frank Crabtree

Dickenson

106

443

T 637

D. M. Crabtree

9/2/1953

31.06

Kennedy

D. M. Crabtree

Dickenson

106

457

T 638

Cranes Nest Coal & Coke Co.

6/4/1906

106.00

Kennedy

G. W. Champan

Dickenson

190

T 639

Clinchfield Coal Co.

6/4/1906

36.62

Kennedy

L. M. Carico

Dickenson

147

T 640

Cranes Nest Coal & Coke Co.

6/4/1906

157.26

Kennedy

John A. Davis

Dickenson

190

T 641

Noah M. Dotson

9/17/1948

6.28

Kennedy

Noah M. Dotson

Dickenson

321

T 642

N. M. Dotson Jr.

8/13/1953

6.00

Kennedy

N. M. Dotson, Jr.

Dickenson

106

397

T 643

Noah M. Dotson

11/12/1946

41.30

Kennedy

Noah M. Dotson

Dickenson

252

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 644

Clinchfield Coal Co.

6/4/1906

140.67

Kennedy

N. M. Dotson

Dickenson

147

T 645

Clinchfield Coal Co.

6/4/1906

27.21

Kennedy

D. R. Dotson

Dickenson

147

T 646

Clinchfield Coal Co.

6/4/1906

44.52

Kennedy

D. R. Dotson & J. P. Trivett

Dickenson

147

T 647

Clinchfield Coal Co.

6/4/1906

63.02

Kennedy

M. S. Dotson

Dickenson

147

T 648

Clinchfield Coal Co.

6/4/1906

526.00

Kennedy

Stephen C. Gose

Dickenson

147

T 649

Clinchfield Coal Co.

6/4/1906

85.00

Kennedy

Stephen C. Gose

Dickenson

147

T 650

W. A. Hibbitts

12/2/1912

62.11

Kennedy

W. A. Hibbitts

Dickenson

514

T 651

Cranes Nest Coal & Coke Co.

6/4/1906

224.08

Kennedy

C. R. Hibbitts

Dickenson

147

T 652

M. H. Hamilton

3/29/1951

8.75

Kennedy

M. H. Hamilton (Henry Mullins)

Dickenson

102

323

T 653

Logan Hibbitts Heirs

8/31/1950

40.00

Kennedy

Logan Hibbitts

Dickenson

104

314

T 654

L. E. Hibbitts

8/31/1950

35.00

Kennedy

Logan Hibbitts

Dickenson

104

314

T 655

Clinchfield Coal Co.

6/4/1906

72.10

Kennedy

Dock Hawkins

Dickenson

147

T 656

Cranes Nest Coal & Coke Co.

6/4/1906

1132.00

Kennedy

Samuel Hensley

Dickenson

190

T 657

Cranes Nest Coal & Coke Co.

6/4/1906

181.00

Kennedy

I. M. Hale

Dickenson

190

T 658

clinchfield Coal Co.

6/4/1906

48.00

Kennedy

Samuel Keel

Dickenson

147

T 659

J. L. Litz

2/25/1913

4.04

Kennedy

J. L. Litz

Dickenson

105

T 660

J. L. Litz

2/25/1913

199.49

Kennedy

J. L. Litz

Dickenson

105

T 661

Clinchfield Coal Co.

6/4/1906

152.42

Kennedy

R. F. Lambert

Dickenson

147

T 662

Isom & W. L. Mullins

1/13/1911

119.22

Kennedy

Isom & W. L. Mullins

Dickenson

370

T 663

Clinchfield Coal Co.

6/4/1906

78.32

Kennedy

Thos. Mullins

Dickenson

147

T 664

Clinchfield Coal Co.

6/4/1906

11.17

Kennedy

David Mullins

Dickenson

147

T 665

Cranes Nest Coal & Coke Co.

6/4/1906

699.95

Kennedy

A. J. Mullins

Dickenson

190

T 666

John A. Mullins

2/4/1948

32.03

Kennedy

John A. Mullins.

Dickenson

555

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 667

John Wesley Mullins

4/3/1948

30.01

Kennedy

John Wesley Mullins

Dickenson

130

T 668

David J. Mullins

3/12/1946

47.60

Kennedy

David J. Mullins

Dickenson

561

T 669

Clinchfield Coal Co.

6/4/1906

460.04

Kennedy

A. B. Nichols-R. H. Powers

Dickenson

147

T 669A

Clinchfield Coal Co.

300.10

Kennedy

R. L. Stanley

Dickenson

T 670

Clinchfield Coal Co.

6/4/1906

170.71

Kennedy

J. A. Odie

Dickenson

147

T 671

Cranes Nest Coal & Coke Co.

6/4/1906

766.12

Kennedy

J. A. Odie

Dickenson

190

T 671A

J.A. Odie

154.93

Lipps

R. Marshall

Wise

T 672

R. E. Baylor, Trustee et als

2/3/1928

22.40

Phipps, Damron, Trivett 67

Dickenson

T 673

A. W. Pressley et als.

5/21/1921

44.60

Kennedy

Phipps, Damron, Trivett 68

Dickenson

576

T 674

R. E. Baylor, Trustee et als

2/3/1928

4.78

Kennedy

E. L. Phipps

Dickenson

T 675

E. L. Phipps

10/23/1905

22.44

Kennedy

E. L. Phipps

Dickenson

121

T 676

C. Phipps Heirs

9/4/1954

31.92

Kennedy

C. Phipps Heirs

Dickenson

108

103

T 677

Cranes Nest Coal & Coke Co.

6/4/1906

238.00

Kennedy

W. J. Ring

Dickenson

190

T 678

Cranes Nest Coal & Coke Co.

6/4/1906

309.27

Kennedy

David Short

Dickenson

190

T 679

Clinchfield Coal Co.

6/4/1906

23.00

Kennedy

Short & Mullins

Dickenson

147

T 680

J. H. Stanley

6/16/1921

24.61

Kennedy

J. W. Stanley

Dickenson

T 681

Horace Hardaway

2/20/1915

104.73

Kennedy

W. S. Smith

Dickenson

T 682

Clinchfield Coal Co.

6/4/1906

20.50

Kennedy

F. J. Stanley

Dickenson

147

T 683

Cranes Nest Coal & Coke Co.

6/4/1906

58.00

Kennedy

H. B. Stallard

Dickenson

190

T 684

Cranes Nest Coal & Coke Co.

6/4/1906

180.00

Kennedy

Sarah J. Stallard

Dickenson

190

T 685

James Trivett et als

9/4/1953

58.26

Kennedy

James Trivett

Dickenson

106

458

T 686

W. B. Trivett

4/18/1952

23.10

Kennedy

W. B. Trivett

Dickenson

104

271

T 687

W. B. Trivett

4/17/1952

43.50

Kennedy

W. B. Trivett

Dickenson

106

T 688

Clinchfield Coal Co.

6/4/1906

97.70

Kennedy

G. A. Warder (Stratton)

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 689

Clinchfield Coal Co.

6/4/1906

191.47

Kennedy

Noah E. Yates (Shoffner)

Dickenson

147

T 690

Cranes Nest Coal & Coke Co.

6/4/1906

60.00

Kennedy

James T. Edwards

Dickenson

190

T 691

Clinchfield Coal Co.

6/4/1906

21.25

Kennedy

James T. Edwards

Dickenson

147

T 692

Clinchfield Coal Co.

12/16/1935

200.00

Kennedy

Redwine & Culberson

Dickenson

501

TL 693

Oakley Stanley & Wife

5/14/1952

54.55

Kennedy

Robert B. Bise

Dickenson

104

383

T 694

Clinchfield Coal Co.

6/4/1906

88.76

Clintwood

John Browning

Dickenson

147

T 695

Clinchfield Coal Co.

6/4/1906

111.89

Clintwood

R. C. Baker

Dickenson

147

T 696

Cranes Nest Coal & Coke Co.

6/4/1906

99.02

Clintwood

Jno. Baker

Dickenson

190

T 697

Cranes Nest Coal & Coke Co.

6/4/1906

79.04

Clintwood

F. M. Beverly

Dickenson

190

T 698

Clinchfield Coal Co.

6/4/1906

69.38

Clintwood

E. P. Chase

Dickenson

147

T 699

Clinchfield Coal Co.

6/4/1906

50.00

Clintwood

J. P. Chase

Dickenson

147

T 700

Cranes Nest Coal & Coke Co.

6/4/1906

84.96

Clintwood

Melvina “Viney” Counts (J.P. Chase?)

Dickenson

190

T 701

Cranes Nest Coal & Coke Co.

6/4/1906

75.24

Clintwood

Martha Colley

Dickenson

190

T 702

Cranes Nest Coal & Coke Co.

6/4/1906

169.33

Clintwood

Jno. W. County

Dickenson

190

T 703

Cranes Nest Coal & Coke Co.

6/4/1906

120.77

Clintwood

W. L. Dennis

Dickenson

190

T 704

Ellen W. Duryea

1/10/1914

60.43

Clintwood

E. W. Duryea (N. P. Kelly)

Dickenson

431

T 705

Ellen W. Duryea

1/10/1914

269.67

Clintwood

E. W. Duryea (Eliz. Rose)

Dickenson

431

T 706

Cranes Nest Coal & Coke Co.

6/4/1906

161.00

Clintwood

J. K. Damron

Dickenson

190

T 707

Ellen W. Duryea

1/10/1914

36.00

Clintwood

E. W. Duryea (M. Hill)

Dickenson

431

T 708

Cranes Nest Coal & Coke Co.

6/4/1906

46.68

Clintwood

R. J. Fleming

Dickenson

190

T 709

Clinchfield Coal Co.

6/4/1906

117.00

Clintwood

Solomon Fleming

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 710

Clinchfield Coal Co.

6/4/1906

45.34

Clintwood

William Fleming (FEE)

Dickenson

147

T 711

Cranes Nest Coal & Coke Co.

6/4/1906

85.52

Clintwood

Robert Fleming

Dickenson

190

T 712

Clinchfield Coal Co.

6/4/1906

60.68

Clintwood

W. H. Fleming

Dickenson

147

T 713

Cranes Nest Coal & Coke Co.

6/4/1906

88.67

Clintwood

Emanuel Fleming

Dickenson

190

T 714

Cranes Nest Coal & Coke Co.

6/4/1906

208.05

Clintwood

Caleb Haynes

Dickenson

463

T 715

Clinchfield Coal Co.

6/4/1906

183.84

Clintwood

G. W. Haynes

Dickenson

147

T 716

Cranes Nest Coal & Coke Co.

6/4/1906

373.63

Clintwood

Cornelius Hibbitts

Dickenson

147

T 717

Cranes Nest Coal & Coke Co.

6/4/1906

69.59

Clintwood

W. C. Hughes

Dickenson

190

T 718

Cranes Nest Coal & Coke Co.

6/4/1906

31.68

Clintwood

W. C. Hughes

Dickenson

190

T 719

Cranes Nest Coal & Coke Co.

6/4/1906

49.86

Clintwood

J. H. M. Hill

Dickenson

190

T 720

Clinchfield Coal Co.

6/4/1906

56.87

Clintwood

Noah Hopson

Dickenson

147

T 721

Clinchfield Coal Co.

6/4/1906

107.00

Clintwood

Noah Hopson

Dickenson

147

T 722

Clinchfield Coal Co.

6/4/1906

80.00

Clintwood

J. G. Hylton

Dickenson

147

T 723

Clinchfield Coal Co.

6/4/1906

135.69

Clintwood

W. E. Harris

Dickenson

147

T 724

Clinchfield Coal Co.

6/4/1906

566.39

Clintwood

H. T. Keel

Dickenson

147

T 725

Cranes Nest Coal & Coke Co.

6/4/1906

174.79

Clintwood

Henry Keel

Dickenson

190

T 726

H. T. Keel

3/8/1913

20.00

Clintwood

H. T. Keel

Dickenson

T 727

Clinchfield Coal Co.

6/4/1906

26.65

Clintwood

J.G. Kerr

Dickenson

147

T 728

J. L. Litz

2/25/1913

68.50

Clintwood

J. L. Litz

Dickenson

105

T 729

J. L. Litz

9/5/1911

61.89

Clintwood

J. L. Litz (FEE)

Dickenson

506

T 730

J. L. Litz

2/25/1913

56.50

Clintwood

J. L. Litz 1/3 fo 169.5

Dickenson

105

T 731

R. V. & Jno. S. Wolford

9/26/1911

56.50

Clintwood

J. L. Litz 1/3 fo 169.5

Dickenson

110

T 732

W. E. O’Connor

11/25/1911

56.50

Clintwood

J. L. Litz 1/3 fo 169.5

Dickenson

110

T 733

J. L. Litz

2/25/1913

18.55

Clintwood

J. L. Litz (B. F. Sykes)

Dickenson

105

T 734

J. L. Litz

2/25/1913

138.15

Clintwood

J. L. Litz (Jas. Fleming)

Dickenson

105

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 735

J. L. Litz

2/25/1913

47.46

Clintwood

J. L. Litz (C. Phipps)

Dickenson

105

T 736

J. L. Litz

2/25/1913

180.73

Clintwood

J. L. Litz

Dickenson

105

T 737

Cranes Nest Coal & Coke Co.

6/4/1906

719.00

Clintwood

William McFall

Dickenson

190

T 738

Clinchfield Coal Co.

6/4/1906

100.00

Clintwood

G. W. Meade

Dickenson

147

T 739

Clinchfield Coal Co.

6/4/1906

21.91

Clintwood

Esaw & Louisa Mullins 1/2 int in 43.83 Acres

Dickenson

147

T 740

Cranes Nest Coal & Coke Co.

6/4/1906

100.58

Clintwood

David W. Meade

Dickenson

190

T 741

Clinchfield Coal Co.

6/4/1906

36.19

Clintwood

J. C. Mooney

Dickenson

147

T 742

Clinchfield Coal Co.

6/4/1906

83.71

Clintwood

John Mullins

Dickenson

147

T 743

Cranes Nest Coal & Coke Co.

6/4/1906

35.04

Clintwood

Naomi Mullins

Dickenson

190

T 744

Cranes Nest Coal & Coke Co.

6/4/1906

60.02

Clintwood

Andrew Mullins

Dickenson

190

T 745

Cranes Nest Coal & Coke Co.

6/4/1906

135.73

Clintwood

M. C. B. Mullins

Dickenson

190

T 746

Cranes Nest Coal & Coke Co.

6/4/1906

95.25

Clintwood

Ison Mullins

Dickenson

190

T 747

Cranes Nest Coal & Coke Co.

6/4/1906

51.16

Clintwood

I. T. Mullins

Dickenson

190

T 748

Clinchfield Coal Co.

6/4/1906

164.71

Clintwood

Spencer Mullins

Dickenson

147

T 749

Cranes Nest Coal & Coke Co.

6/4/1906

65.97

Clintwood

Jno. Mullins

Dickenson

190

T 750

Cranes Nest Coal & Coke Co.

6/4/1906

59.93

Clintwood

Isom Mullins

Dickenson

190

T 751

Clinchfield Coal Co.

6/4/1906

151.52

Clintwood

Andrew Moore

Dickenson

147

T 752

Cranes Nest Coal & Coke Co.

6/4/1906

75.68

Clintwood

Presto Mullins

Dickenson

190

T 753

Clinchfield Coal Co.

6/4/1906

75.75

Clintwood

Preston Moore

Dickenson

147

T 754

Cranes Nest Coal & Coke Co.

6/4/1906

189.65

Clintwood

John Mullins

Dickenson

190

T 755

Carl Mullins

6/17/1953

24.05

Clintwood

Carl Mullins

Dickenson

106

217

T 756

Morrison Mullins

10/21/1953

20.95

Clintwood

Simon P. Mullins

Dickenson

106

575

T 757

Alice Mullins

6/23/1953

6.17

Clintwood

Simon Mullins

Dickenson

106

230

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 758

Clinchfield Coal Co.

6/4/1906

150.50

Clintwood

J. F. Porter

Dickenson

147

T 759

Clinchfield Coal Co.

6/4/1906

28.19

Clintwood

B. R. Powers

Dickenson

147

T 760

Cranes Nest Coal & Coke Co.

6/4/1906

88.85

Clintwood

Matilda Price

Dickenson

190

T 761

Cranes Nest Coal & Coke Co.

6/4/1906

85.00

Clintwood

Amos Reed

Dickenson

190

T 762

Sylvan Richardson et als

1/21/1948

36.75

Clintwood

Sylvan Richardson (M. S. Dotson)

Dickenson

507

T 763

Clinchfield Coal Co.

6/4/1906

35.37

Clintwood

L. C. Ramey

Dickenson

147

T 764

Clinchfield Coal Co.

6/4/1906

42.24

Clintwood

M. A. Remines

Dickenson

147

T 765

Clinchfield Coal Co.

12/16/1935

247.00

Clintwood

W. R. Reedy

Dickenson

501

T 766

Clinchfield Coal Co.

6/4/1906

115.00

Clintwood

W. Reedy

Dickenson

147

T 767

Clinchfield Coal Co.

6/4/1906

242.41

Clintwood

W. R. Reedy

Dickenson

147

T 768

W. M. Ritter Lumber Co.

5/1/1974

111.34

Clintwood

N. F. Ramey

Dickenson

T 769

Cranes Nest Coal & Coke Co.

6/4/1906

312.16

Clintwood

Elias J. Rose

Dickenson

190

T 770

Clinchfield Coal Co.

6/4/1906

239.00

Clintwood

Jas. Stanley

Dickenson

147

T 771

Cranes Nest Coal & Coke Co.

12/16/1935

37.77

Clintwood

Nathan Stanley

Dickenson

489

T 772

Clinchfield Coal Co.

6/4/1906

57.24

Clintwood

L. A. Smith

Dickenson

147

T 773

Clinchfield Coal Co.

6/4/1906

411.24

Clintwood

E. A. Smith

Dickenson

147

T 774

Clinchfield Coal Co.

6/4/1906

113.72

Clintwood

E. A. Smith

Dickenson

147

T 775

Clinchfield Coal Co.

6/4/1906

49.10

Clintwood

M. J. Shores

Dickenson

147

T 776

Clinchfield Coal Co.

6/4/1906

87.91

Clintwood

George Stanley

Dickenson

147

T 777

Clinchfield Coal Co.

6/4/1906

107.56

Clintwood

Joseph Stanley

Dickenson

147

T 778

Cranes Nest Coal & Coke Co.

6/4/1906

47.00

Clintwood

Larking Stanley

Dickenson

190

T 779

Clinchfield Coal Co.

6/4/1906

121.28

Clintwood

J. C. Speer (Bond-Bruce)

Dickenson

147

T 780

Cranes Nest Coal & Coke Co.

6/4/1906

247.00

Clintwood

J. P. Vanover

Dickenson

190

T 781

Clinchfield Coal Co.

6/4/1906

288.75

Clintwood

Allen Vanover

Dickenson

147

T 782

Clinchfield Coal Co.

6/4/1906

107.46

Clintwood

Eli Vanover

Dickenson

147

T 783

Clinchfield Coal Co.

6/4/1906

54.95

Clintwood

J. H. Vanover

Dickenson

147

T 784

Clinchfield Coal Co.

6/4/1906

293.35

Clintwood

Wm. & lra Vanover

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 785

Clinchfield Coal Co.

6/4/1906

153.51

Clintwood

Wm. Vanover (W. J. Keel)

Dickenson

147

T 786

Clinchfield Coal Co.

6/4/1906

51.50

Clintwood

T. G. Wells-M. B. Swindall

Dickenson

147

T 787

Clinchfield Coal Co.

6/4/1906

33.32

Clintwood

G. W. Whitt

Dickenson

147

T 788

Clinchfield Coal Co.

6/4/1906

36.56

Clintwood

J. L. Wallen

Dickenson

147

T 789

Cranes Nest Coal & Coke Co.

6/4/1906

104.75

Clintwood

W. B. J. Wright

Dickenson

190

T 790

Burns Willis

9/24/1953

19.08

Clintwood

Burns Willis

Dickenson

106

496

T 791

A. H. Willis

9/24/1953

13.56

Clintwood

A. H. Willis

Dickenson

106

493

T 792

Estel C. Willis

9/24/1953

17.06

Clintwood

Estel C. Willis

Dickenson

106

494

T 793

Clinchfield Coal Co.

6/4/1906

371.28

Clintwood

Jacob Yates

Dickenson

147

T 794

Jacob C. Elkins

11/5/1954

49.00

Clintwood

Jacob Elkins

Dickenson

108

182

TL 795

Warren Herald Trivitt & Wife

1/30/1950

244.00

Clintwood

Isaac Kilgore

Dickenson

351

TL 796

W. B. Trivitt & Wife

12/30/1949

437.25

Clintwood

7 Various Tracts

Dickenson

TL 797

Wiley Bums Tribitt & Wife

12/30/1949

206.39

Clintwood

Isaac Kilgore

Dickenson

337

TL 798

Emary Vanover & Wife

1/17/1950

75.48

Clintwood

J. W. Willis

Dickenson

321

TL 799

Ethel A. Hughes & Husband

2/20/1950

43.00

Clintwood

John Yates

Dickenson

115

T 800

Clinchfield Coal Co.

6/4/1906

47.08

Willis

Jno. M. Artrip

Dickenson

147

T 801

Clinchfield Coal Co.

6/4/1906

122.81

Willis

James Artrip

Dickenson

147

T 802

Clinchfield Coal Co.

6/4/1906

50.11

Willis

Eli Bartley

Dickenson

147

T 803

Cranes Nest Coal & Coke Co.

6/4/1906

250.07

Willis

J. R. Belcher (CC. Woods)

Dickenson

190

T 804

Cranes Nest Coal & Coke Co.

6/4/1906

116.45

Willis

J. R. Belcher

Dickenson

190

T 805

Clinchfield Coal Co.

6/4/1906

32.93

Willis

Dreary Bartley

Dickenson

147

T 806

Cranes Nest Coal & Coke Co.

6/4/1906

88.00

Willis

John Cartrel

Dickenson

147

T 807

Clinchfield Coal Co.

6/4/1906

62.00

Willis

J. F. Colley

Dickenson

147

T 808

Clinchfield Coal Co.

6/4/1906

71.00

Willis

Issac Cochran

Dickenson

147

T 809

Ellen W. Duryea

1/10/1914

163.74

Willis

E. W. Duryea

Dickenson

431

T 810

Clinchfield Coal Co.

6/4/1906

417.34

Willis

W. N. Davis

Dickenson

147

T 811

Cranes Nest Coal & Coke Co.

6/4/1906

90.50

Willis

J. W. Davis

Dickenson

190

T 812

Cranes Nest Coal & Coke Co.

6/4/1906

428.10

Willis

Eli Davis

Dickenson

190

T 813

Cranes Nest Coal & Coke Co.

6/4/1906

273.38

Willis

James Fleming

Dickenson

190

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 814

Cranes Nest Coal & Coke Co.

6/4/1906

92.57

Willis

James Fleming

Dickenson

190

T 815

Cranes Nest Coal & Coke Co.

6/4/1906

92.57

Willis

James Fleming

Dickenson

190

T 816

Clinchfield Coal Co.

6/4/1906

81.50

Willis

Jeptha Hill

Dickenson

147

T 817

Clinchfield Coal Co.

6/4/1906

96.46

Willis

Cain Hill

Dickenson

147

T 818

Clinchfield Coal Co.

6/4/1906

237.61

Willis

J. C. Kerr

Dickenson

147

T 819

Cranes Nest Coal & Coke Co.

6/4/1906

22.86

Willis

C. & J. P. Kilgore

Dickenson

190

T 820

Clinchfield Coal Co.

6/4/1906

66.46

Willis

Edom Mullins

Dickenson

147

T 821

Clinchfield Coal Co.

6/4/1906

42.24

Willis

J. P. Mullins

Dickenson

147

T 822

Clinchfield Coal Co.

6/4/1906

121.02

Willis

Wm. L. Mullins

Dickenson

147

T 823

Clinchfield Coal Co.

6/4/1906

61.74

Willis

Timothy Mullins

Dickenson

147

T 824

Cranes Nest Coal & Coke Co.

6/4/1906

54.00

Willis

Issac Moore

Dickenson

190

T 825

Cranes Nest Coal & Coke Co.

6/4/1906

7.11

Willis

Issac Moore

Dickenson

190

T 826

Cranes Nest Coal & Coke Co.

6/4/1906

25.89

Willis

Issac Moore

Dickenson

190

T 827

Clinchfield Coal Co.

6/4/1906

157.00

Willis

Alex Moore

Dickenson

147

T 828

Clinchfield Coal Co.

6/4/1906

203.54

Willis

Sol. Mullins

Dickenson

147

T 829

Cranes Nest Coal & Coke Co.

6/4/1906

67.58

Willis

Sol. Mullins

Dickenson

190

T 830

Clinchfield Coal Co.

6/4/1906

51.52

Willis

Geo. Mullins

Dickenson

147

T 831

Clinchfield Coal Co.

6/4/1906

49.00

Willis

Wm. Mullins

Dickenson

147

T 832

Clinchfield Coal Co.

6/4/1906

113.85

Willis

L. Mullins

Dickenson

147

T 833

Clinchfield Coal Co.

6/4/1906

69.16

Willis

Wm. F. Mullins

Dickenson

147

T 834

Clinchfield Coal Co.

6/4/1906

12.47

Willis

G. J. Mullins

Dickenson

147

T 835

Clinchfield Coal Co.

6/4/1906

66.00

Willis

Dr. Mc. Mullins

Dickenson

147

T 836

Cranes Nest Coal & Coke Co.

6/4/1906

53.50

Willis

D. E. Mullins

Dickenson

190

T 837

Cranes Nest Coal & Coke Co.

6/4/1906

43.00

Willis

D. E. Mullins

Dickenson

190

T 838

Cranes Nest Coal & Coke Co.

6/4/1906

62.85

Willis

D. H. Mullins

Dickenson

190

T 839

Cranes Nest Coal & Coke Co.

6/4/1906

96.11

Willis

Spencer Mullins

Dickenson

190

T 840

Clinchfield Coal Co.

6/4/1906

39.00

Willis

Thomas Mullins

Dickenson

147

T 841

Clinchfield Coal Co.

6/4/1906

44.00

Willis

Thomas Mullins

Dickenson

147

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 842

Clinchfield Coal Co.

6/4/1906

23.29

Willis

J. B. Newberry

Dickenson

147

T 843

Clinchfield Coal Co.

6/4/1906

50.47

Willis

J. B. Newberry

Dickenson

147

T 844

Clinchfield Coal Co.

6/4/1906

121.66

Willis

d. P. Newberry

Dickenson

147

T 845

Clinchfield Coal Co.

6/4/1906

253.67

Willis

Barbara Owens

Dickenson

147

T 846

Clinchfield Coal Co.

6/4/1906

37.90

Willis

Barbara Owens

Dickenson

147

T 847

Clinchfield Coal Co.

6/4/1906

83.71

Willis

David Puckett

Dickenson

147

T 848

Cranes Nest Coal & Coke Co.

6/4/1906

240.74

Willis

J. H. Robinson

Dickenson

190

T 849

Cranes Nest Coal & Coke Co.

6/4/1906

207.92

Willis

H. H. Rakes

Dickenson

190

T 850

Cranes Nest Coal & Coke Co.

6/4/1906

199.36

Willis

John G. Rakes

Dickenson

190

T 851

Dominion Coal Co.

3/15/1907

104.00

Willis

Thos. C. Rakes

Dickenson

200

T 852

Tarpon Coal & Coke Co.

2/20/1915

45.41

Willis

W. A. R. Robinson (J. D. Yates)

Dickenson

T 853

Clinchfield Coal Co.

12/16/1935

112.50

Willis

Skeen, Trivett & Friend

Dickenson

501

T 854

Clinchfield Coal Co.

6/4/1906

158.03

Willis

Wm. M. Sifers

Dickenson

147

T 855

Horace Hardaway

6/10/1914

128.75

Willis

B. F. Sykes Heirs

Dickenson

586

T 856

Horace Hardaway

6/10/1914

21.67

Willis

Nannie E. Epling

Dickenson

586

T 857

Tarpon Coal & Coke Co.

2/20/1915

25.47

Willis

J. S. Sykes

Dickenson

T 858

Cranes Nest Coal & Coke Co.

6/4/1906

245.67

Willis

Andrew Willis

Dickenson

190

T 859

Cranes Nest Coal & Coke Co.

6/4/1906

110.17

Willis

Andrew Willis

Dickenson

190

T 860

Tarpon Coal & Coke Co.

2/20/1915

1465.00

Willis

Tarpon Coal & Coke Co.

Dickenson

T 861

60.70

Kennedy

J. W. Mullins (S. Mullins)

T 862

59.65

Kennedy

Dickenson

T 863

63.30

Kennedy

Dickenson

T 864

Cranes Nest Coal & Coke Co.

6/4/1906

340.07

Clintwood

Isom Mullins

Dickenson

190

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 865

Elijah Kiser Heirs, et al

9/23/1909

94.00

Cleveland

Elijah Kiser Heirs

Russell

155

T 866

Dawson Coal & Coke Co.

12/16/1935

172.50

Cleveland

Daniel Kiser

Russell

453

T 867

5/18/1909

173.96

Castlewood

Elishu Sutherland

Russell

T 868

4/23/1909

2.54

Castlewood

Mary Luckman

Russell

T 869

6/4/1906

99.00

Castlewood

S. D. May

Russell

T 870

6/4/1906

566.41

Hurricane

Jas. H. Smith

Buchanan & Russel

T 871

6/4/1906

273.00

Hurricane

Isiah Duty

Buchanan

T 872

52.47

W. H. Johnson

Dickenson

T 873

Clinchfield Coal Co.

6/4/1906

915.64

Cleveland

W. J. Grizzle

Russell

152

T 874

Cranes Nest Coal & Coke Co.

6/4/1906

122.00

Gladeville

Bevins, J. H. & S. Rose

Wise

463

T 875

Clinchfield Coal Co.

12/16/1935

248.77

Gladeville

Horn, John W. (E. G. Willard)

Wise

219

282

T 876

Cranes Nest Coal & Coke Co.

6/4/1906

57.95

Gladeville

Redwine, B. B.

Wise

463

T 877

Cranes Nest Coal & Coke Co.

6/4/1906

113.75

Gladeville

Redwine, B. B.

Wise

463

T 878

Cranes Nest Coal & Coke Co.

6/4/1906

98.11

Gladeville

Stallard, A. J.

Wise

463

T 879

Cranes Nest Coal & Coke Co.

6/4/1906

37.00

Gladeville

Stallard, A. J.

Wise

463

T 880

Cranes Nest Coal & Coke Co.

6/4/1906

87.09

Gladeville

Stallard, A. J.

Wise

463

T 881

Cranes Nest Coal & Coke Co.

6/4/1906

45.50

Gladeville

Stallard, A. J.

Wise

463

T 882

Cranes Nest Coal & Coke Co.

6/4/1906

13.50

Gladeville

Stallard, A. J.

Wise

463

T 883

Cranes Nest Coal & Coke Co.

6/4/1906

106.00

Gladeville

Stallard, D. A. Sr.

Wise

463

��

T 884

Cranes Nest Coal & Coke Co.

6/4/1906

55.00

Gladeville

Stallard, D. A. Sr.

Wise

463

T 885

Clinchfield Coal Co.

6/4/1906

283.00

Gladeville

Plummer, Henry C.

Wise

245

T 886

Clinchfield Coal Co.

6/4/1906

165.09

Gladeville

Powers, D. C.

Wise

245

T 887

Cranes Nest Coal & Coke Co.

6/4/1906

185.04

Gladeville

Powers, W. A.

Wise

463

T 888

Cranes Nest Coal & Coke Co.

6/4/1906

597.83

Lipps

Blackwell, Martha J.

Wise

463

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 889

Cranes Nest Coal & Coke Co.

6/4/1906

115.30

Lipps

Dunn, Tract

Wise & Dickenson

463

T 890

Cranes Nest Coal & Coke Co.

6/4/1906

457.42

Lipps

Fuller, N. R.

Wise

463

T 891

Cranes Nest Coal & Coke Co.

6/4/1906

181.63

Lipps

Henry, M. E. & W. R.

Wise

219

282

T 892

V. I. C. & C. Company

5/1/1913

33.72

Lipps

Horn, Courtright

Wise

152

230

T 893

Cranes Nest Coal & Coke Co.

6/4/1906

1.74

Lipps

Hylton, J. G.

Wise

463

T 894

Cranes Nest Coal & Coke Co.

6/4/1906

19.97

Lipps

Hylton, J. G.

Wise

463

T 895

Cranes Nest Coal & Coke Co.

6/4/1906

74.93

Lipps

Kiser, Cummins

Wise

463

T 896

V. I. C. & C. Company

5/1/1913

11.96

Lipps

Banner, D. K

Wise

152

282

T 897

Cranes Nest Coal & Coke Co.

6/4/1906

2.52

Lipps

Dunn, Tract (Ollie J. Funk)

Wise

463

T 898

Cranes Nest Coal & Coke Co.

6/4/1906

93.36

Lipps

Hale, Issac M.

Wise & Dickenson

463

T 901

W. T. Adkins, et al

3/24/1919

33.79

Lipps

Adkins, W. T.

Wise

136

412

T 903

Roberson, C. E., et al

10/30/1931

58.12

Lipps

Roberson, E. C.

Wise

204

202

T 904

Cranes Nest Coal & Coke Co.

6/4/1906

24.61

Roberson

Holdway, H. H.

Wise

463

T 905

Clinchfield Coal Co.

6/4/1906

433.28

Roberson

Hudson, William

Wise

248

T 906

Clinchfield Coal Co.

6/4/1906

176.50

Roberson

McFall, William

Wise & Dickenson

248

T 907

W. J. & R. L. McLemore, et ux

12/20/1910

245.55

Roberson

McLemore, R. L. & W. J.

Wise

104

340

T 908

Cranes Nest Coal & Coke Co.

6/4/1906

189.19

Roberson

Powers, Jackson

Wise

463

T 909

Cranes Nest Coal & Coke Co.

6/4/1906

17.00

Roberson

Powers, Jackson

Wise

463

T 910

Cranes Nest Coal & Coke Co.

6/4/1906

268.39

Roberson

Baker, Mahala

Wise

463

T 911

Clinchfield Coal Co.

6/4/1906

141.00

Roberson

Baker, Richard

Wise

245

T 912

Clinchfield Coal Co.

6/4/1906

95.50

Roberson

Baker, Wm. J.

Wise

245

T 913

Cranes Nest Coal & Coke Co.

6/4/1906

119.00

Roberson

Dotson, M. D. L.

Wise & Dickenson

463

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 914

Clinchfield Coal Co.

6/4/1906

27.31

Roberson

(Surf) Hudson, Wm. (Okla Collins)

Wise

245

T 915

Clinchfield Coal Co.

6/4/1906

278.00

Roberson

McFall, William

Wise

245

T 916

Clinchfield Coal Co.

6/4/1906

713.75

Roberson

McFall, William

Wise

245

T 917

Cranes Nest Coal & Coke Co.

6/4/1906

85.00

Roberson

Mullins, Wilson

Wise

463

T 918

Clinchfield Coal Co.

6/4/1906

75.70

Roberson

Whitt, Richard

Wise

245

T 919

Cranes Nest Coal & Coke Co.

6/4/1906

145.00

Roberson

Branham, Martin

Wise & Dickenson

463

T 925

Napoleon B. Dotson, et ux

6/20/1927

74.25

Roberson

Cantrell, James

Wise

186

T 926

20.62

Castlewood

N. Y. M. & M. Company

Russell

T 927

54.94

Chs. W. Dickerson

Russell

T 928

47.99

Castlewood

N. Y. M. & M. Company

Russell

T 929

71.57

John Dickerson

Russell

T 930

61.62

N. K. Rasnake

Russell

T 931

38.48

Cleveland

Harmon Kiser Heirs

Russell

T 932

31.00

Cleveland

nancy Kiser Counts

Russell

T 933

34.00

Cleveland

Sarah Edna Kiser

Russell

T 934

32.00

Cleveland

Luther Kiser Heirs

Russell

T 935

809.00

J. H. Addington

Wise

T 936

165.42

Emily Boatwright

Wise

T 937

178.57

Levi Hoback

Wise

T 938

207.18

Lucinda Horn

Wise

T 939

102.00

Steve Horn

Wise

T 940

96.44

Steve Horn

Wise

T 941

15.07

Steve Horn

Wise

T 942

100.54

Joseph Addington

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 943

310.84

Joseph Addington

Wise

T 944

50.00

Wise

T 945

118.00

R. C. Dale

Wise

T 946

13.50

Gladeville

W. H. Gardner

Wise

T 947

167.75

William H. Gardner

Wise

T 948

150.00

William H. Gardner

Wise

T 949

142.00

Jeff Hunsucker

Wise

T 950

75.00

Frank Kilgore

Wise

T 951

11.25

I. F. Wampler

Wise

T 952

23.06

John Adkins, Jr.

Wise

T 953

0.08

Lipps

D. K. Banner

Wise

T 954

80.75

Lipps

G. W. Ramsey

Wise

T 955

0.44

Sam’l Horn

Wise

T 956

29.92

B. W. Alley

Wise

T 957

48.07

B. W. Alley

Wise

T 958

14.22

B. W. Alley

Wise

T 959

255.10

Ellen V. Alley

Wise

T 960

38.63

Lipps

John D. Bolling

Wise

T 961

166.00

Martin Branham

Wise

T 962

3216.77

J. T. Chase

Wise

T 963

17.29

Caleb Collins

Wise

T 964

104.16

D. T. Dotson

Wise

T 965

97.50

W. P. Dotson

Wise

T 966

345.76

Lipps

E. M. Fulton, Com’r

Wise

T 967

100.00

Milburn Gilliam

Wise

T 968

67.57

Milburn Gilliam

Wise

T 969

73.11

Lipps

W. N. & J. R. Hamilton

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 970

101.00

D. J. Hubbard

Wise

T 971

142.50

J. A. Mann

Wise

T 972

70.50

Levi Perry

Wise

T 973

78.75

J. H. Roberson

Wise

T 974

10.75

Lipps

A. J. Stallard

Wise

T 975

47.00

Lipps

T.G. Wells

Wise

T 976

69.56

B. W. Alley

Wise

T 977

95.00

B. W. Alley

Wise

T 978

255.00

Ellen V. Alley

Wise

T 979

44.31

Roberson

Ellen V. Alley

Wise

T 980

0.59

Roberson

Ellen V. Alley

Wise

T 981

122.00

C. M. Baker

Wise

T 982

13.50

Roberson

S. J. Baker

Wise

T 983

80.00

Silas Boggs

Wise

T 984

150.00

Elizabeth Branham

Wise

T 985

68.00

Martin Carter

Wise

T 986

22.00

Caleb Collins

Wise

T 987

44.36

S. J. Collins

Wise

T 988

36.05

Roberson

C. C. Cox

Wise

T 989

84.00

Wise & Dickenson

T 990

990.50

Amanda E. Fulton

Wise

T 991

51.25

Milburn Gilliam

Wise

T 992

40.00

Milburn Gilliam

Wise

T 993

46.50

Milburn Gilliam

Wise

T 994

38.00

Milburn Gilliam

Wise

T 995

69.93

Milburn Gilliam

Wise

T 996

80.00

R. P. Hamilton

Wise

T 997

79.00

W. J. Holifield

Wise

T 998

86.00

D. J. Hubbard

Wise

T 999

131.00

J. W. Kilgore

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T 1000

47.00

J. A. Mann

Wise

T 1001

713.75

James McPeak

Wise

T 1002

125.00

Roberson

James McPeak

Wise

T 1003

118.00

Roberson

Henry Mullins

Wise

T 1004

54.29

Morgan Mullins

Wise

T 1005

139.00

Riley Mullins

Wise

T 1006

209.00

Roberson

Riley Mullins

Wise

T 1007

160.00

William Mullins

Wise

T 1008

90.00

J. C. Richman

Wise

T 1009

68.69

Roberson

J. C. Richmond

Wise

T 1010

110.00

Roberson

Henry Mullins

Wise

T 1011

37.00

T. M. Roberson

Wise

T 1012

281.00

Wise

T 1013

106.59

Roberson

W. P. Whittaker

Wise

T 1014

34.15

S. E Ramsey

Russell

T 1015

42.30

E. S. Ramsey

Russell

T 1016

42.00

S. E. Ramsey

Russell

T 1017

24.97

S. E. Ramsey

Russell

T 1018

1659.61

J. F. McElhenney

Russell

T 1019

104.06

R. W. Dickerson

Russell

T 1020

98.86

Adam H. Dickenson

Russell

T 1021

118.22

J.D. Harrison tr 8 NYM&M

Russell

T2 1

224.00

Jenkins E.

W. A. Donaldson (M)

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 2

58.26

Jenkins E.

C. S. & Nancy P. Colley (S)
Harris-Cheape (M)

Dickenson

111

T2 3

27.44

Grant Meade (S)
James Cantrell (M)

Wise

258

545

T2 4

53.26

Jenkins E.

Andrew Mullins Heirs (S)
Emanuel Mullins (M)

Dickenson

109

T2 5

12.38

Jenkins E.

Carl Mullins (S)
Emanuel Mullins (M)

Dickenson

T2 6

19.42

Jenkins E.

Elizabeth Cox (S)
Emanuel Mullins (M)

Dickenson

110

100

T2 7

35.60

Jenkins E.

Reuben Mullins (S)
Emanuel Mullins (M)

Dickenson

109

T2 8

13.00

Jenkins E.

Surface Tr. 3 (S)
W. P. Stanley (M)

Dickenson

T2 9

36.58

Clintwood

M. F. Sneter (M)

Dickenson

301

T2 10

25.99

Clintwood

J. B. Baker (M)

Dickenson

190

T2 11

11.63

Clintwood

H. H. Branham (M)

Dickenson

T2 12

94.07

Clintwood

Henry Keel Heirs (S)

Dickenson

T2 13

147.26

Clintwood

E. A. Smith (S)
E. A. Smith (M)

Dickenson

T2 14

23.68

Clintwood

A. M. Summerlin

Dickenson

170

T2 15

32.70

Clintwood

W. S. Vanover

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 16

219.79

Clintwood

F. A. Stratton (F)

Dickenson

T2 17

50.49

Clintwood

J. W. Fleming (S)

Dickenson

301

T2 18

73.21

Clintwood

F. A. Stratton (S)
F. A. Stratton (M)

Dickenson

T2 19

47.54

Clintwood

E. A. Reedy (S)
W. A. Stanley (M)

Dickenson

T2 20

14.10

Clintwood

Surface Tr. 2 (S)
W. P. Stanley (M)

Dickenson

T2 21

79.15

Haysi

C. A. Willis (S)

Dickenson

T2 22

134.58

Haysi

Big Sandy Fuel Corp Tract 4

Dickenson

T2 23

38.57

Haysi

A. A. Skeen (S)
Drewery Puckett (M)

Dickenson

T2 24

17.12

Haysi

David Atkins (S)
Drewery Puckett (M)

Dickenson

T2 25

48.84

Haysi

A. A. Skeen (S)
Drewery Puckett (M)

Dickenson

T2 26

9.37

Haysi

A. A. Skeen (S)
Drewery Puckett (M)

Dickenson

T2 27

11.96

Haysi

Levi Hall (S)
Drewery Puckett (M)

Dickenson

T2 28

114.23

Haysi

A. A. Skeen (S)
A. J. Hall (M)

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 29

23.40

Haysi

A. W. Hay (S)
A. W. Hay (M)

Dickenson

T2 30

24.13

Haysi

John Borders (S)
Elihu Owens (M)

Dickenson

163

446

T2 31

15.41

Haysi

Ida Deel (S)
Elihu Owens (M)

Dickenson

167

356

T2 32

40.95

Haysi

J. W. Lyle (M)

Dickenson

306

T2 33

16.71

Haysi

R. J. Colley (M)

Dickenson

380

T2 34

189.27

Haysi

A. A. Skeen (M)

Dickenson

380

T2 35

49.21

Haysi

S. E. Wright M)

Dickenson

T2 36

34.00

Haysi

B. H. Edwards (S)

Dickenson

246

T2 37

19.83

Haysi

W. A. Harrison (M);
also J. C. Smith, Coms.

Dickenson

148

T2 38

58.00

Prater

Alice Thacker (S)
Big Sandy Fuel Tr. 13 (M)

Buchanan & Dickenson

184

T2 39

16.00

Prater

Bruce Deel (S)
Big Sandy Fuel Tr. 13 (M)

Buchanan & Dickenson

T2 40

10.00

Prater

Bruce Deel (S)
Big Sandy Fuel Tr. 13 (M)

Buchanan & Dickenson

T2 41

54.47

Prater

Nubum Deel

Buchanan

T2 42

2053.22

Prater

A. B. Nichols et al
Big Sandy Fuel (M)

Buchanan

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 43

59.00

Prater

David A Deel (M)

Buchanan

T2 44

60.3

Prater

Lydia M. Ownes [correct copy] (S)
William Ratliff (M)

Buchanan

T2 45

153.00

Prater

Por. J. H. Duty (S)

Buchanan

T2 46

72.00

Prater

Ingram R. James (M)

Buchanan

289

T2 47

300.00

Prater

Por. Allen James (M)

Buchanan

289

T2 48

125.00

Prater

R. H. Murdock (M)

Buchanan

285

T2 49

94.50

Prater

William Johnson (Ml

Buchanan

507

T2 50

36.43

Pound

William McFall (S)
J. W. Short (M)

Dickenson

T2 51

86.38

Pound

Ross Meade (S)
J. P. Hamilton (M)

Wise

T2 52

50.00

Pound

G. W. Meade (S)
J. W. Stallard (M)

Wise

T2 53

75.00

Pound

Calla McFall (S)
W. N. Hamilton (M)

Wise

T2 54

60.16

Pound

S. M. McFall (S)
William McFall (M)

Wise

T2 55

35.73

Pound

Newton M. Keith (S)
Levi Cantrell (M)

Wise

T2 56

9.67

Pound

John & Hilda Keith (S)
Levi Cantrell (M)

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 57

57.49

Pound

Muthus Isom Heirs (S)
William McFall (M)

Wise

T2 58

59.57

Pound

Elzie L. Cantrell (S)
Levi Cantrell (M)

Wise

T2 59

27.47

Pound

W. H. Mullins (S)
William McFall (M)

Wise

T2 60

29.50

Pound

Mattie Mullins (S)
Levi Cantrell (M)

Wise

T2 61

1.00

Pound

Letcher Boggs (S)
William McFall (M)

Wise

T2 62

20.00

Pound

C. McFall (S)
William McFall (M)

Wise

T2 63

34.76

Pound

Webb Cantrell (S)
Levi Cantrell (M)

Wise

T2 64

36.00

Pound

R. R. Crabtree (S)
Spencer Mullins (M)

Dickenson

T2 65

50.00

Pound

Jonathan Litz (M)

Dickenson

T2 66

38.00

Pound

Ivet Baker (S)
R. D. Stallard (M)

Wise

T2 67

50.85

Pound

Ida Fleming (S)
R. D. Stallard (M)

Wise

T2 68

50.92

Pound

Belford Salyer (S)
R. D. Stallard (M)

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 69

23.85

Pound

Dora M. Stallard (S)
R. D. Stallard (M)

Wise

T2 70

85.09

Pound

Victor Stallard (S)
R. D. Stallard (M)

Wise

T2 71

54.14

Pound

Muncie Stallard (S)
R. D. & Jos. Stallard (M)

Wise

T2 72

41.00

Pound

Creed Lane (S)
W. B. Lane (M)

Wise

T2 73

83.42

Pound

W. S. Lane (S)
W. B. Lane (M)

Wise

T2 74

13.75

Pound

Phipps (S)
W B. Lane (M)

Wise

T2 75

96.93

Pound

F. A. Carico (S)
W. V. & R. L. McLemore (M)

Wise

104

344

T2 76

12.75

Pound

C. F. Lane (S)
W. B. Lane (M)

Wise

T2 77

59.75

Pound

E. J. Kilgore (S)
Nancy J. Stanley (M)

Wise

T2 78

40.25

Pound

W. R. Robinson (S)
Nancy J. Stanley (M)

Dickenson [correct copy]

T2 79

10.00

Pound

J. D. Nicewonder #1 (S)
E. S. Baker (M)

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 80

10.00

Pound

Contracting Enterprises (S)
E. S. Baker (M)

Wise

T2 81

10.00

Pound

J. D. Nicewonder #2 (S)
E. S. Baker (M)

Wise

T2 82

30.00

Pound

Big Six #4 (S)
E. S. Baker (M)

Wise

T2 83

30.00

Pound

Big Six #4 (S)
E. S. Baker (M)

Wise

T2 84

175.00

Pound

Robert C. Mullins (S)
Wilson & Riley Mullins (S,M)

Wise

T2 85

69.16

Pound

Charles C. Elkins (S)
E. S. Baker (M)

Wise

T2 86

36.19

Pound

Big Six # 1,2 (S)
John R. Baker (M)

Wise

T2 87

143.47

Pound

Cantrell & Gruber (S)
John R. Baker (M)

Wise

T2 88

40.00

Pound

D. J. Hubbard (M)

Wise

T2 89

168.82

Pound

E. M. Fulton (S)

Wise

T2 90

35.00

Pound

James Rose (S)
D. A. Stallard (M)

Wise

T2 91

124.00

Pound

Martha J. Adkins (S)
VICC (M)

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 92

64.73

Pound

W. A. Powers (F)

Wise

T2 93

29.00

Pound

David Culbertson (S)

Wise

T2 94

53.26

Caney Ridge

James Trivett (8)
S. S. Hibbits (M)

Dickenson

T2 95

51.26

Caney Ridge

J. F. Trivett (M)

Dickenson

209

T2 96

37.54

Caney Ridge

J. M. Lambert (M)

Dickenson

T2 97

114.96

Caney Ridge

W. O. Hawkins (S)

Dickenson

304

T2 98

88.50

Caney Ridge

N. J. Buckanan (S)

Dickenson

522

T2 99

234.00

Caney Ridge

J. L. Litz (M)

Dickenson

105

T2 100

54.16

Caney Ridge

J. W. Hale (S)

Dickenson

543

T2 101

102.61

Caney Ridge

J. L. Litz (S)

Dickenson

105

T2 102

52.41

Caney Ridge

S. C. Gose & Cora Mullins (S)
S. C. Gose (M)

Dickenson

589

T2 103

133.12

Caney Ridge

M. E. Mullins (S)

Dickenson

182

T2 104

81.76

Caney Ridge

J. L. Litz (S)
J. L. Litz (M)

Dickenson

538

T2 105

1000.00

Caney Ridge

T. G. Wells (M)

Dickenson

T2 106

650.00

Caney Ridge

F. A. Stratton (M)
T. P. Biss (M)

Dickenson

T2 107

99.48

Caney Ridge

William Reedy (S,M)

Dickenson

T2 108

117.62

Caney Ridge

A. B. Nichols (S)
W. A. Stanley (M)

Dickenson

127

T2 109

90.32

Caney Ridge

F. A. Stratton (S,M)

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 110

27.05

Caney Ridge

Margret Adkins (S)

Dickenson

T2 111

14.64

Caney Ridge

R. Ratliff (S)

Dickenson

182

T2 112

77.80

Caney Ridge

Squire Smith (M)

Dickenson

T2 113

18.62

Caney Ridge

S. A. Smith (M)

Dickenson

461

T2 114

47.50

Caney Ridge

Thomas Bise (S)
H. B. Stallard (M)

Dickenson

T2 115

178.70

Caney Ridge

Henry Adkins (M)

Dickenson

T2 116

92.00

Caney Ridge

H. K. Hillman (M)

Dickenson

T2 117

96.56

Caney Ridge

D. A. Deel (S)

Dickenson

T2 118

117.62

Nora

A. B. Nichols (S)
W. A. Stanley (M)

Dickenson

127

T2 119

43.18

Nora

Elexius Smith (S)
Elexius Smith (M)

Dickenson

T2 120

87.86

Nora

Roland Counts (S)
Elexius Smith (M)

Dickenson

T2 121

36.50

Nora

John Eiklor (S)
Elexius Smith (M)

Dickenson

102

131

T2 122

64.65

Nora

J. C. Rasnick (M)

Dickenson

195

T2 123

130.80

Nora

French-Chase Co. (S)
Hagan & Rasnick (M)

Dickenson

543

T2 124

300.00

Nora

J. B. Trivitt (S)
Jos. H. Rasnick (M)

Dickenson

467

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 125

30.30

Nora

J. B. Trivitt (S)
C. V. Rasnick (M)

Dickenson

467

T2 126

305.20

Nora

J. B. Trivitt (S)
C. V. Rasnick (M)

Dickenson

467

T2 127

613.00

Nora

Hiram Keith et al (S)
Kemmerer (M)

Dickenson

222

T2 128

79.23

Nora

B. W. Jenkins (S)
Kemmerer (M)

Dickenson

211

674

T2 129

90.00

Nora

Holston Corp. (S)

Dickenson

211

674

T2 130

153.53

Nora

G. B. Lambert (S)

Dickenson

152

214

T2 131

59.61

Nora

J. P. LaForce (S)
Henry Kiser (M)

Dickenson

445

T2 132

19.00

Nora

G. B. Lambert (S)
Henry Kiser (M)

Dickenson

501

T2 133

14.00

Nora

Bessie Ellen Leftwich (S)
Henry Kiser (M)

Dickenson

501

T2 134

13.50

Nora

G. B. Lambert (S)
Henry Kiser (M)

Dickenson

501

T2 135

106.55

Nora

G. B. Lambert (S)
Henry Kiser (M)

Dickenson

142

214

T2 136

89.00

Nora

R. W. & Eliza A. Owens (S)
Kemmerer (M)

Dickenson

211

674

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 137

90.00

Nora

H. H. Willard (S)
Phillips/Kemmerer (M)

Dickenson

211

674

T2 138

293.16

Duty

James E. Sutherland (S)

Dickenson

292

T2 139

131.75

Duty

R. D. Sutherland (S)

Dickenson

183

T2 140

50.83

Duty

E. C. Kiser (S)
J. H. Powers (M)

Dickenson

152

T2 141

72.00

Duty

Charles Bowman (S)
Z. T. Sutherland (M)

Dickenson

184

191

T2 142

72.00

Duty

Hargadene Bowman (S)
Z. T. Sutherland (M)

Dickenson

189

395

T2 143

4.00

Duty

Fairy Rufus (S)
Z. T. Sutherland (M)

Dickenson

138

T2 144

38.41

Duty

Dewey Kiser Heirs (S)
J. H. Powers (M)

Dickenson

182

T2 145

13.00

Duty

Court Decree (S)
Z. T. Sutherland (M)

Dickenson

138

T2 146

103.00

Duty

Carmel E. Wright (S)
George Johnson (M)

Dickenson

148

623

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 147

87.00

Duty

I. B. McReynolds (S)
George Johnson (M)

Dickenson

148

623

T2 148

206.00

Duty

I. B. McReynolds (M)

Dickenson

T2 149

300.00

Duty

David Davenport (M)

Buchanan

289

T2 150

55.00

Duty

Robert Smith (S)
James Owens (M)

Dickenson

T2 151

47.00

Duty

Frank Kiser (S)
James Owens (M)

Dickenson

T2 152

99.75

Duty

W. J. Rasnick (S)
James Owens(M)

Dickenson

T2 153

12.00

Duty

John C. Owens (S)
James Owens (M)

not given [Dickenson?]

T2 154

26.999

Duty

Una Penland (S)
James Owens (M)

Dickenson

T2 155

50.76

Duty

Maggie Rasnake (S)
James Owens (M)

Dickenson

T2 156

50.00

Duty

S. D. Sutherland (S)
James Owens (M)

Dickenson

T2 157

32.41

Duty

Melvia & Darrell Mullins (S)
C. C. Powers (M)

Dickenson

118

331

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 158

57.00

Duty

Clarence Powers (S)
C. C. Powers (M)

Dickenson

118

333

T2 159

65.00

Duty

Charlie Powers (S)
Russell Powers (M)

Dickenson

132

T2 160

27.00

Duty

Harvey Powers (S)
Russell Powers (M)

Dickenson

132

T2 161

75.94

Duty

W.W. LaForce (S)
Russell Powers (M)

Dickenson

132

T2 162

48.00

Duty

W. H. Sheckler (M)

Dickenson

112

242

T2 163

32.00

Duty

Lon Kiser (M)

Dickenson

112

403

T2 164

91.00

Duty

Julia Fletcher (S)
S. J. Tiller (M)

Dickenson

128

592

T2 165

9.00

Duty

Radford Powers (S)
S. J. Tiller (M)

Dickenson

492

T2 166

53.00

Duty

Eilane Duty (S)
S. J. Tiller (M)

Dickenson

119

430

T2 167

30.60

Duty

H. M. C. Tiller (S)
S. J. Tiller (M)

Dickenson

119

430

T2 168

50.35

Duty

J. R. Tiller (S)
S. J. Tiller (M)

Dickenson

119

430

T2 169

50.15

Duty

Ellen Barnett (S)
S. J. Tiller (M)

Dickenson

119

430

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 170

49.00

Duty

James Worley Tiller (S)
S. J. Tiller (M)

Dickenson

119

430

T2 171

11.47

Duty

J. B. Tiller (S)
S. J. Tiller (M)

Dickenson

119

430

T2 172

76.71

Duty

J .B .Tiller (S)
S. J. Tiller (M)

Dickenson

119

430

T2 173

27.36

Duty

Rebecca Deel (S)
S. J. Tiller (M)

Dickenson

111

308

T2 174

63.00

Duty

Rebecca Rose, Par. Int. (S)
S. J. Tiller (M)

Dickenson

492

T2 175

97.87

Duty

Walker Honaker (S)
S. J. Tiller (M)

Dickenson

110

591

T2 176

183.67

Duty

V. C. Kiser Tr.
No. 1 N. B. Kiser

Dickenson

149

151

T2 177

46.00

Duty

H. Kiser(S)
E. L. Kiser (M)

Russell

192

607

T2 178

21.00

Duty

Tony Kiser (S)
Henry Kiser (M)

Dickenson

501

T2 179

64.69

Duty

George W. Sutherland

Dickenson

457

T2 180

90.00

Duty

W. S. LaForce (S)
Kemmerer (M)

Dickenson

T2 181

65.00

Duty

Charles W. Musick (M)

Russell

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 182

173.73

Big A Mtn

Taze Pressley, Stuart Land & Cattle, John Worden (M)

Buchanan

172

368

T2 183

139.20

Big A Mtn

Fielden Combs (M)

Buchanan

244

T2 184

39.93

Big A Mtn

Martha Stevens (S)
G. W. Cooke (M)

Russell

208

557

T2 185

60.00

St. Paul

Brooks, Holbrook et al (S)
Kemmerer (M)

Dickenson

211

674

T2 186

45.00

St. Paul

David Blair (S)
Kemmerer (M)

Dickenson

211

674

T2 187

38.00

St. Paul

W. R. & J. W. Hale (S)
Elihu Kiser/Kemmerer (M)

Dickenson

211

674

T2 188

140.00

St. Paul

L. H. Kiser (S)
Wm. Brooks/Kemmerer (M)

Dickenson

211

674

T2 189

126.67

St. Paul

E. M. Kiser (S)
Jos. Kiser/Kemmerer (M)

Russell

T2 190

59.43

Carbo

W. F. Kiser (S)
N.Y. Mining & Mfg. (M)

Russell

310

not given

T2 191

206.00

Carbo

N. K. Rasnake (S)

Russell

T2 192

6.00

Carbo

Sidney W. Sutherland (M)

Russell

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 193

19.45

Carbo

Overton Sutherland (M)

Russell

131

235

T2 194

170.00

Carbo

Overton Sutherland (F)

Russell

131

235

T2 195

162.41

Nora

E. S. Counts (F)

Dickenson

T2 196

110.51

Haysi

W. L. Counts (F)

Dickenson

T2 197

28.88

Clintwood

J. W. Counts (M)
C. J. Fleming (S)

Dickenson

T2 198

77.81

Clintwood

William Large

Dickenson

T2 199

34.05

Clintwood

Swinfield Rose

Dickenson

190

T2 200

135.00

Vansant

James Jackson

Buchanan

289

T2 201

21.23

Duty

S. D. Sutherland

Dickenson

598

T2 202

88.00

Clintwood

Jno. Cantrell

Dickenson

T2 203

204.68

Clintwood

J. L. Dingus

Dickenson

246

T2 204

307.50

Clintwood

Enoch Moore

Dickenson

243

T2 205

204.43

Clintwood

Jasper Artrip

Dickenson

203

T2 206

212.00

Haysi

Eli Mullins

Dickenson

147

T2 207

121.22

Haysi

Sarah A. Rose

Dickenson

190

T2 208

41.00

Haysi

James P. Mullins

Dickenson

190

T2 209

17.50

Clintwood

James Farmer

Dickenson

190

T2 210

49.36

Haysi

W. H. Coleman

Dickenson

190

T2 211

170.00

Haysi

V. B. Sikes

Dickenson

152

T2 212

23.00

Clintwood

John B. Newberry

Dickenson

147

T2 213

25.00

Haysi

Corbett W. Anderson

Dickenson

112

150

T2 214

209.61

Nora

W. T. Goodloe

Dickenson

195

T2 215

56.00

Clintwood

French Chase

Dickenson

543

T2 216

10.00

Clintwood

D. Kinney

Dickenson

543

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 217

6.34

Haysi

Corbitt W. Anderson

Dickenson

112

150

T2 218

6.30

Caney Ridge

J. Mack Rose

Dickenson

236

T2 219

59.17

Clintwood

Monroe Smith

Dickenson

147

T2 220

5.30

Haysi

Solid Rock Coal Co.

Dickenson

178

550, 552

T2 221

161.00

Clintwood

James Fleming

Dickenson

123

T2 222

178.01

Duty

Ezekiel Sutherland

Dickenson

135

T2 223

9.78

Duty

G. B. Lambert

Dickenson

126

120

T2 224

393.53

Clintwood

Hagan-Riner

Dickenson

T2 225

18.40

Clintwood

Sol Fleming

Dickenson

380

T2 226

49.03

Clintwood

Sol Fleming

Dickenson

190

T2 227

34.09

Clintwood

Jennie Vanover

Dickenson

506

T2 228

72.19

Clintwood

E. J. Rose

Dickenson

T2 229

28.50

Duty

Jessee Lester Heirs

Dickenson

183

447

T2 230

47.11

Prater

John W. Davis

Dickenson

T2 231

21.68

Nora

S. A. Smith

Dickenson

487

T2 232

67.43

Coeburn

N. R. Fuller

Wise

463

T2 233

4.33

Ervinton

J. H. Powers

Dickenson

T2 234

67.42

Ervinton

Elexious Smith

Dickenson

T2 235

130.21

Prater

LDR Owens

Dickenson

322

T2 237

6.46

Nora

Elihu Kiser

Russell

T2 240

58.77

Kenady

John E. Rose

Dickenson

T2 241

8.58

Ervinton

Henry Sutherland

Dickenson

T2 242

58.44

Ervinton

J. B. Compton

Dickenson

T2 243

25.67

Duty

Sherman Wallace

Dickenson

187

452

T2 244

0.55

Ervinton

Ezekiel Sutherland

Dickenson

T2 245

4.38

Kenady

Robert B. Bise

Dickenson

T2 247

6.60

Nora

A. M. Phipps

Dickenson

365

T2 250

24.60

Duty

A. A. Skeen

Dickenson

147

Equitable Tract Number	Grantor	Date of Acquisition	Acreage Amount	District Location	Common Name of Tract	County	Deed Book	Page
T2 251			127.00	Coeburn	Addington (Lamplighter)	Wise
T2 252			121.02	Nora	John D. Ervin	Dickenson	125	498
T2 253			16.00	Duty	T. B. Branstetter	Dickenson	138	229
T2 253			16.75		James E. Ballard, et al	Dickenson	138	501
T2 253			0		Lola Ballard Brim	Dickenson	138	524
T2 253			0		Odessa Ballard Martinez	Dickenson	138	534
T2 253			0		Lourie E. B. Cross, et vir	Dickenson	139	129
T2 253			0		Blanche Ballard, et al	Dickenson	139	203
T2 253			0		Ethel B. Batterson, et vir	Dickenson	139	240
T2 253			0		Eugene C. Wise, et ux	Dickenson	137	412
T2 253			0		Maude Wise Flower, et vir	Dickenson	137	461
T2 253			0		Mary A. Wise, et al	Dickenson	138	216
T2 253			0		Gaynell W. Robinette, et vir	Dickenson	138	723
T2 253			0		Herbert L. Wise, at ux	Dickenson	139	283
T2 253			0		Beulah Wise Brown, et vir	Dickenson	139	302
T2 253			0		Mamie Wise Swofford, et vir	Dickenson	139	328
T2 253			0		C. A. Long, Jr.	Dickenson	137	409
T2 253			0	Duty	Rosie Jesse Tiller	Dickenson	251	786
T2 254			112.5	Jenkins East and Clintwood	Samuel Baker	Dickenson	30	190
T2 255			10.08	Duty	Rosie J. Tiller	Dickenson	251	786

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

T2 256

19.24

Caney Ridge

Thomas Bise

Dickenson

349

412

T2 257

528

Patterson

T. R. Watkins

Dickenson

546

T2 258

7.7

Caney Ridge

Vance/Page, et al

Dickenson

390

T2 259

38.5

Haysi

Nelson Edwards

Dickenson

265

378

T2 260

119.24

Duty

Tolmax, Inc

Dickenson

299

216

T2 261

9.78

Prater

MTB Owens

Dickenson

224

T2 262

37.87

Pound

Samuel Collins

Wise

310

T2 263

7.38

Duty

Rebecca Tiller Deel

Dickenson

T2 264

3.93

Duty

Maggie Lawson

Dickenson

229

TC 1

96.84

Flat Gap

F. M. Chisenhall

Wise

TC 2

83.00

Flat Gap

J. J. Stallard

Wise

TC 3

35.75

Fiat Gap

J. F. Dotson

Wise

TC 4

27.12

Flat Gap

Alfred Maggard

Wise

TC 5

50.73

Flat Gap

C. F. Robinette

Wise

TC 6

50.00

Flat Gap

A. L. Bolliz

Wise

TC 7

52.25

Flat Gap

Eliha Sargeant

Wise

TC 8

86.66

Flat Gap

Joseph Bolliz

Wise

TC 9

30.09

Flat Gap

W. M. BoIliz

Wise

TC 10

76.62

Flat Gap

D. B. Bolliz

Wise

TC 11

567.09

Flat Gap

A. N. Hopkins

Wise

TC 12

130.50

Flat Gap

J. M. D. Short

Wise

TC 13

74.00

Flat Gap

George Countiss

Wise

TC 14

57.00

Flat Gap

W. A. Bolling

Wise

TC 15

52.00

Flat Gap

Harve Short

Wise

TC 16

47.00

Flat Gap

J. D. Collier

Wise

TC 17

41.29

Flat Gap

W. R. Gilley

Wise

TC 18

44.62

Wise

R. C. Vaughn

Wise

TC 19

12.34

Pound

E. C. Harmon

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 20

98.00

Pound

James Culberson

Wise

TC 21

120.14

Pound

W. R. Wheatley

Wise

TC 22

78.00

Pound

Joseph T. Freeman

Wise

TC 23

73.00

Pound

D. A. Stallard

Wise

TC 24

69.00

Pound

D. A. Stallard

Wise

TC 25

63.00

Pound

D. A. Stallard

Wise

TC 26

54.76

Pound

D. A. Stallard

Wise

TC 27

85.50

Pound

John R. Stallard

Wise

TC 28

20.23

Pound

Thomas H. Hillman

Wise

TC 29

14.28

Pound

D. A. Stallard

Wise

TC 30

63.00

Pound

D. A. Stallard

Wise

TC 31

34.07

Pound

Sam Rose

Wise

TC 32

154.00

Pound

W. W. Freeman

Wise

TC 33

101.00

Pound

L. C. Holdway

Wise

TC 34

76.00

Pound

Levi Perry

Wise

TC 35

49.00

Pound

Ira Collins

Wise

TC 36

80.00

Pound

Nancy Kennedy

Wise

TC 37

167.64

Pound

D. A. Stallard

Wise

TC 38

54.75

Pound

W. M. Adams

Dickenson

TC 39

295.52

Pound

M. C. Keith

Dickenson

TC 40

87.00

Pound

W. R. Powers

Wise

TC 41

60.79

Pound

C. N. Roberson

Wise

TC 42

69.01

Pound

C. N. Roberson

Wise

TC 43

38.33

Pound

T. G. Wells

Wise

TC 44

147.00

Pound

A. J. Stallard

Wise

TC 45

35.00

Pound

W. S. Hamilton

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 46

1.25

Pound

J. D. Dotson

Wise

TC 47

235.37

Pound

E. S. Becker

Wise

TC 48

91.38

Pound

Lewis Collins

Wise

TC 49

80.00

Pound

Andrew Collins

Wise

TC 50

122.20

Pound

Andrew Collins

Wise

TC 51

238.50

Pound

A. J. Stallard

Wise

TC 52

85.00

Pound

D. J. Hubbard

Wise

TC 53

73.42

Pound

W. H. Bond

Wise

TC 54

81.00

Pound

Joseph Short

Wise

TC 56

61.50

Pound

Andrew Mullins

Wise

TC 57

221.15

Pound

W. N. Hamilton

Wise

TC 58

51.00

Pound

Riley Hash

Wise

TC 59

45.00

Pound

Levi Perry

Wise

TC 60

56.02

Pound

Wm. F. Strang

Wise

TC 61

168.88

Pound

D. H. Riner

Wise

TC 62

25.60

Pound

W. L. Purkey

Wise

TC 63

198.00

Pound

John Cantrell

Wise

TC 64

87.50

Pound

D. A. Dotson

Wise

TC 65

27.50

Pound

S. V. Hill

Wise

TC 66

33.25

Pound

S. V. Hill

Wise

TC 67

69.26

Pound

H. J. Hill

Wise

TC 68

135.54

Pound

William Dotson

Wise

TC 69

8.00

Pound

C. H. Baker

Wise

TC 70

181.00

Pound

Zachariah Mullins

Wise

TC 71

122.00

Flat Gap

J. M. Baker

Wise

TC 72

49.60

Flat Gap

John R. Baker

Wise

TC 73

20.00

Flat Gap

J. H. Stallard

Wise

TC 74

70.00

Flat Gap

C. H. Baker

Wise

TC 75

15.00

Flat Gap

R. D. Stallard

Wise

TC 76

15.00

Flat Gap

Joseph H. Stallard

Wise

TC 77

312.33

Flat Gap

R. L. Phipps

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 78

100.00

Flat Gap

C. G. Swindall

Wise

TC 79

38.00

Flat Gap

Martha J. Hillman

Wise

TC 80

68.88

Flat Gap

John A. Hall

Wise

TC 81

89.76

Flat Gap

D. A. Stallard

Wise

TC 82

145.00

Flat Gap

Silas Boggs

Wise

TC 83

115.25

Flat Gap

Riley Mullins

Wise

TC 84

43.22

Flat Gap

Baswell Mullins

Wise

TC 85

81.00

Flat Gap

W. W. Nickels

Wise

TC 86

124.00

Flat Gap

Thomas B. Dotson

Wise

TC 87

60.00

Flat Gap

J. W. Stallard

Wise

TC 88

108.90

Flat Gap

O. M. Vicars

Wise

TC 89

124.50

Flat Gap

Jas. H. Hamilton

Wise

TC 90

10.00

Flat Gap

William McFall

Wise

TC 91

10.00

Jenkins East

Jas. Crabtree

Dickenson

TC 92

122.90

Jenkins East

Jas. Crabtree & Jas. Stanley

Dickenson

TC 93

29.95

Jenkins East

W. P. Stanley

Dickenson

TC 94

246.92

Jenkins East

Abraham Mullins

Dickenson

TC 95

102.00

Jenkins East

Floyd Stanley

Dickenson

TC 96

570.00

Jenkins East

J. Wiley Davis

Dickenson

TC 97

137.00

Jenkins East

Osborne Howell

Dickenson

TC 98

405.00

Jenkins East

W. M. Thurnbury

Dickenson

TC 99

100.00

Jenkins East

Wesley Vanover

Dickenson

TC 100

129.00

Jenkins East

A. H. Hill

Dickenson

TC 101

413.00

Jenkins East

Solomon Mullins

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 102

113.03

Jenkins East

Harris Cheape

Dickenson

TC 103

35.56

Jenkins East

Jacob Baumgardner

Dickenson

TC 104

196.00

Jenkins East

Martin Branham

Wise

TC 105

110.00

Jenkins East

M. Gilliam

Wise

TC 106

44.50

Jenkins East

J. C. Roberson

Wise

TC 107

67.00

Clintwood

Sarah Taylor

Dickenson

TC 108

72.11

Clintwood

Wesley Vanover

Dickenson

TC 109

87.82

Clintwood

Wm. J. Fleming

Dickenson

TC 110

9.94

Clintwood

Wm. J. Fleming

Dickenson

TC 111

93.86

Clintwood

Wm. J. Fleming

Dickenson

TC 112

28.29

Clintwood

Columbus Phipps

Dickenson

TC 113

135.00

Clintwood

W. V. Vanover

Dickenson

TC 114

372.30

Clintwood

Isaac Kilgore

Dickenson

TC 115

52.26

Clintwood

Harve Kelley

Dickenson

TC 116

131.84

Clintwood

Isaac Mulling

Dickenson

TC 117

50.00

Clintwood

Horace Hardway

Dickenson

TC 118

507.35

Clintwood

Wilbur Phipps

Dickenson

TC 119

39.22

Clintwood

M. F. Senter

Dickenson

TC 120

77.17

Clintwood

C. C. & J. P. Kilgore

Dickenson

TC 121

122.86

Clintwood

C. C. Kilgore

Dickenson

TC 122

188.62

Clintwood

P. P. Haynes

Dickenson

TC 123

65.72

Clintwood

C. C. & J. P. Kilgore

Dickenson

TC 124

9.59

Clintwood

S. T. Fleming & J. L. Litz

Dickenson

TC 125

68.47

Clintwood

L. S. Mullins

Dickenson

TC 126

43.34

Clintwood

Geo.W. Stanley

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 127

441.53

Clintwood

M. S. Dotson

Dickenson

TC 128

34.74

Clintwood

R. W. Beverly

Dickenson

TC 129

7.31

Clintwood

L. C. Ramey

Dickenson

TC 130

60.00

Clintwood

Zack Mullins

Dickenson

TC 131

37.01

Clintwood

H. L. V. Neel

Dickenson

TC 132

56.12

Clintwood

Geo.W. Fleming

Dickenson

TC 133

119.85

Clintwood

A. J. Fleming

Dickenson

TC 134

35.86

Clintwood

Andrew Mullins

Dickenson

TC 135

35.88

Clintwood

Wesley Vanover

Dickenson

TC 136

70.02

Clintwood

Wesley Vanover

Dickenson

TC 137

320.75

Clintwood

Jno. P. Chase

Dickenson

TC 138

112.72

Clintwood

Phil Fleming

Dickenson

TC 139

104.03

Clintwood

Lovel Stanley

Dickenson

TC 140

5.88

Clintwood

A. Rose

Dickenson

TC 141

4.15

Clintwood

A. Rose

Dickenson

TC 142

97.00

Caney Ridge

Joseph Stanley

Dickenson

TC 143

100.00

Caney Ridge

A. G. Hawkins

Dickenson

TC 144

60.00

Caney Ridge

Chas. Turner

Dickenson

TC 145

59.73

Caney Ridge

S. S. Hibbitts

Dickenson

TC 146

200.00

Caney Ridge

E. H. Dotson

Dickenson

TC 147

29.11

Caney Ridge

H. C. Stanley

Dickenson

TC 148

55.00

Caney Ridge

Wm. Adams

Dickenson

TC 149

86.54

Caney Ridge

Phillip Fleming

Dickenson

TC 150

22.59

Caney Ridge

S. C. Gose

Dickenson

TC 151

412.50

Caney Ridge

L. M. Powers

Dickenson

TC 152

258.46

Caney Ridge

Robert Rose

Dickenson

TC 153

84.93

Caney Ridge

Wilson Rose Jr.

Dickenson

TC 154

131.93

Caney Ridge

Noah Smith

Dickenson

TC 155

50.00

Caney Ridge

Seth Adkins

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 156

469.25

Caney Ridge

Robert B. Bise

Dickenson

TC 157

19.24

Caney Ridge

Thomas Bise

Dickenson

TC 158

54.84

Caney Ridge

A. W. Hale

Dickenson

TC 159

209.65

Caney Ridge

John E. Rose

Dickenson

TC 160

97.52

Caney Ridge

Shrole, Inc.

Dickenson

TC 161

726.69

Caney Ridge

Zilpaia Rose

Dickenson

TC 162

119.00

Coeburn

Allen W. Powers

Wise

TC 163

87.30

Coeburn

Sam’I Hom

Wise

TC 164

219.10

St. Paul

H. P. Phillips

Dickenson

TC 165

284.68

St. Paul

J. E. Phillips

Dickenson

TC 166

100.00

St. Paul

W. P. White

Dickenson

TC 167

20.11

St. Paul

J. D. McReynolds

Dickenson

TC 168

65.00

St. Paul

Jax. L. McCoy

Dickenson

TC 169

6.51

St. Paul

Jno. F. McCoy

Dickenson

TC 170

150.00

St. Paul

Wm. McCoy & M. Hughes

Dickenson

TC 171

83.40

St. Paul

John M. McCoy

Dickenson

TC 172

15.00

St. Paul

W.T. Goodloe

Dickenson

TC 173

50.00

Nora

Uriah Hay

Dickenson

TC 174

32.24

Nora

Henry kiser

Dickenson

TC 175

106.00

Nora

Henry Kiser

Dickenson

TC 176

90.00

Nora

Elijah Neece (Lambert’s 905467L)

Dickenson

TC 177

168.23

Nora

Elexius Smith

Dickenson

TC 178

109.85

Nora

D. L. French

Dickenson

TC 179

106.00

Nora

Hagan & Rasnick

Dickenson

TC 180

426.60

Nora

Hagan & Rasnick

Dickenson

TC 181

148.40

Haysi

John Hay

Dickenson

TC 182

121.62

Haysi

C. A. Wiilis

Dickenson

TC 183

176.30

Haysi

H. H. Fuller

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 184

75.00

Haysi

W. L. Counts

Dickenson

TC 185

20.00

Haysi

Noah Sykes

Dickenson

TC 186

137.23

Haysi

D. E. Mullins

Dickenson

TC 187

244.34

Haysi

Johnson, Briggs & Pitts

Dickenson

TC 188

856.53

Haysi

Big Sandy Fuel Corp.

Dickenson

TC 189

164.22

Haysi

J. B. Turner

Dickenson

TC 190

141.48

Haysi

S. J. Turner

Dickenson

TC 191

109.23

Haysi

J. R. Gillenwater

Dickenson

TC 192

126.98

Haysi

J. H. Duty

Dickenson

TC 193

102.11

Haysi

Joshiah Wood

Dickenson

TC 194

161.79

Haysi

A. W. Hay

Dickenson

TC 195

98.77

Haysi

David Puckett

Dickenson

TC 196

186.10

Haysi

Drewery Puckett

Dickenson

TC 197

510.84

Haysi

Henry Hall

Dickenson

TC 198

219.12

Haysi

Big Sandy Fuel Corp.

Dickenson

TC 199

292.67

Haysi

Jonathan S. Willis

Dickenson

TC 200

194.99

Haysi

Hamilton Lyle

Dickenson

TC 201

89.46

Haysi

Isa M. Colley

Dickenson

TC 202

196.10

Haysi

Elihu Owens

Dickenson

TC 203

56.38

Haysi

W. J. Cochran

Dickenson

TC 204

28.17

Haysi

J. H. & Tevis Colley

Dickenson

TC 205

71.40

Haysi

H. W. Owens

Dickenson

TC 206

127.79

Haysi

J. B. F. Counts

Dickenson

TC 207

278.86

Haysi

Jacob Fuller

Dickenson

TC 208

79.80

Elkhorn

Jackson Tract

Dickenson

TC 209

70.00

Elkhorn

J. S. Willis

Dickenson

TC 210

58.00

Elkhorn

J. T. Wilder

Dickenson

TC 211

93.00

Elkhorn

James H. Sykes

Dickenson

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 212

147.18

Elkhorn

Johnson-Looney

Dickenson

TC 213

70.80

St. Paul

S. D. May

Russell

TC 214

209.02

Duly

Elihu L. Kiser

Russell

TC 215

100.00

Duly

S. J. Tiller

Dickenson

TC 216

105.18

Duly

James Owens

Russell

TC 217

100.00

Duty

John H. Duty

Russell

TC 218

165.50

Duly

Wm. J. Tiller

Russell

TC 219

975.29

Duty

J. H. Powers

Russell

TC 220

24.48

Duly

Z. T. Sutherland

Russell

TC 221

279.51

Duly

Z. T. Sutherland

Russell

TC 222

1070.81

Duly

John Duty

Dickenson & Buchanan

TC 223

163.00

Duty

John H. Duty

Buchanan

TC 224

321.00

Duly

John H. Duty

Buchanan

TC 225

103.00

Duly

N. B. Sutherland

Dickenson

TC 226

382.56

Duly

J. B. Compton

Dickenson

TC 227

9.78

Prater

M. T. B. Owens

Dickenson

TC 228

200.77

Prater

J. W. Robinson

Dickenson

TC 229

76.22

Prater

J. H. Duty

Buchanan

TC 230

146.19

Prater

Big Sandy Fuel Corp.

Buchanan

TC 231

248.23

Prater

J. W. Robinson

Dickenson

TC 232

44.11

Prater

B. F. Owens

Dickenson

TC 233

400.00

Prater

Big Sandy Fuel Corp.

Dickenson

TC 234

187.00

Big A

Dwight M. Lowrey

Buchanan & Russell

TC 235

130.21

Big A

Simon Street

Buchanan

TC 236

220.00

Big A

Cornelius Ball

Buchanan

TC 237

42.00

Big A

J. H. Duty

Buchanan

TC 238

135.00

Vansant

James Jackson

Buchanan

TC 239

144.00

Vansant

W. W. Fletcher

Buchanan

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

TC 240

50.00

Vansant

G. B. Fletcher

Buchanan

TC 241

106.42

Vansant

John H. Duty

Buchanan

TC 242

11.39

R. W. Marshall (from VIC)

Wise

152

281

TC 243

33.00

Charles Musick (VC-2978)

Wise

186.00

Flat Gap

Jacob Burnley

Wise

90.00

Pound

Jeff Holifield

Wise

111.00

Pound

J.C. Richmond

Wise

19.63

Pound

D.S. Gilliam

Wise

153.80

Pound

Jeff Sowards

Wise

5.00

Pound

Ira Collins

Wise

3.65

Pound

Emiline Collins

Wise

132.59

Pound

J.W. Stallard

Wise

13.77

St. Paul

Billy Joe Hale

Wise

9.18

St. Paul

Billy Joe Hale

Wise

13.80

Norton

Wm. H. Gardner

Wise

21.93

Caney Ridge

W.J. Rinq

Wise

85.76

Coebum

Geo. W. Ramsey

Wise

31.70

Coebum

E.M. Fulton

Wise

137.60

Coeburn

Wm. J. Gibson

Wise

9.61

Coeburn

David A. Meade

Wise

3.28

Coeburn

Virgil Willis

Wise

14.55

Coeburn

Virgil Willis

Wise

3.52

Coebum

Chs. Hughes

Wise

20.14

Coeburn

Roger Sturgill

Wise

45.00

Coebum

Thomas Dotson

Wise

10.47

Coeburn

Henry

Wise

4.59

Coeburn

Meade

Wise

0.99

Coeburn

Geraldine Stallard

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

0.55

Coeburn

J. D. Nicewonder Jr.

Wise

12.40

Coeburn

J. D. Nicewonder Jr.

Wise

0.57

Coeburn

Contracting Enterprises RoW

Wise

0.96

Coeburn

Contracting Enterprises

Wise

12.01

Coeburn

Thelmore Dingus

Wise

53.66

Coeburn

John Meade Est.

Wise

33.80

Coeburn

Edgar Hollyfield

Wise

8.49

Coeburn

Dora Mullins

Wise

28.48

Coeburn

Paul E. Vanover

Wise

1.00

Coeburn

Jimmy D. Elkins

Wise

2.23

Coeburn

Timothy W. Balthis

Wise

2.95

Coeburn

Timothy W. Balthis

Wise

11.58

Coeburn

Lillian Hubbard

Wise

10.00

Coeburn

Cora Slemp

Wise

10.00

Coeburn

Virginia M. Boggs

Wise

10.00

Coeburn

Michael Collins

Wise

10.00

Coeburn

Marie Collins

Wise

10.00

Coebum

Marie Mullins

Wise

3.25

Coeburn

Carlos B. Bolling

Wise

12.00

Coeburn

Doug Hartstock

Wise

14.00

Coeburn

Doug Hartstock

Wise

26.00

Coeburn

Nora E. Rose et. al.

Wise

45.09

Coeburn

Martha R. Hubbard

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

37.04

Coeburn

Garland McCarthy

Wise

18.00

Coeburn

Shirley M. Belcher

Wise

15.43

Coeburn

David McCarthy

Wise

28.00

Coeburn

Glen A. Stapleton

Wise

14.55

Coeburn

Paul Carter et. al.

Wise

12.00

Coeburn

Ethel Perry Est.

Wise

37.65

Coeburn

Jerry Strouth

Wise

45.00

Coeburn

J. H. Blevins

Wise

88.80

Coeburn

David Culberson

Wise

29.00

Coeburn

David Culberson

Wise

19.84

Wise

Paramount Land Co.

Wise

18.55

Jenkins West

Napoleon Meade

Wise

65.55

Jenkins West

Albert Lee Edwards

Wise

7.23

Jenkins West

Winford Stallard

Wise

164.28

Jenkins East

C. F. Flanary

Wise

W 108

199.50

Jenkins East

W. F. Addington

Wise

W 114

15.94

Jenkins East

D. W. Austin

Wise

W115

119.25

Jenkins East

David W. Austin

Wise

W 116

40.00

Jenkins East

Margret Austin

Wise

W 117

80.00

Jenkins East

Margaret J. Austin

Wise

W 118

138.50

Jenkins East

W. D. Austin

Wise

W 137

48.00

Jenkins East

G. W. Branham

Wise

W 138

139.35

Jenkins East

John C. Branham et al.

Wise

W 139

113.95

Jenkins East

Spencer Branham

Wise

W 140

104.00

Jenkins East

Martin Branham

Wise

Equitable Tract Number

Grantor

Date of
Acquisition

Acreage
Amount

District
Location

Common
Name of
Tract

County

Deed
Book

Page

W141

223.00

Jenkins East

Martin Branham

Wise

W 142

51.50

Jenkins East

Martin Branham

Wise

W 159

109.00

Jenkins East

David Cox

Wise

W 160

84.00

Jenkins East

Edmond Cox

Wise

W 166

72.50

Jenkins East

David Elison

Wise

W 171

103.75

Jenkins East

C. W. Gibson

Wise

W 201

80.00

Jenkins East

Joseph McFall

Wise

W207

125.00

Jenkins East

James McPeake

Wise

W 231

48.00

Jenkins East

J. H. Roberson

Wise

W233

13.00

Jenkins East

R. L. Robinson

Wise

W 240

143.00

Jenkins East

Jeff Sowards

Wise

W241

107.50

Jenkins East

P. J. Sowards

Wise

W 250

700.00

Jenkins East

Eli Swindall

Wise

W254

40.00

Jenkins East

J. S. “Smith” Whitaker

Wise

W648

700.00

Jenkins East

J. D. Lipps

Wise

TOTALS

246,816.42

End of Schedule “B”

SCHEDULE “C”

Attached to and made a part of that certain Easement Agreement by and between Pine Mountain Oil and Gas, Inc., as Grantor, and Nora Gathering, LLC, as Grantee.

Agreements and Conveyances With Respect to Excepted Interests

1. Lease Agreement dated May 1, 1970 by and between The Pittsion Company and United Fuel Gas Company of record in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 195 Page 198, and in the Clerk’s Office of the Circuit Court of Dickinson County In Deed Book 145 Page 499.

2. Coalbed Methane Exploration and Development Agreement and Joint Operating Agreement dated July 29, 2004 by and between Grantor and Columbia Natural Resources, LLC, a Memorandum of which Agreement is recorded in the Clerk’s Office of the Circuit Court of Dickenson County, Virginia in Deed Book 414 Page 681 and in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 620 Page 673.

3. Lease Agreement dated October 27, 2004 by and between Grantor and Columbia Natural Resources, LLC covering 848.6 acres which lease is of record in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 605 Page 209 and a Memorandum of Conventional Gas Joint Operating Agreement by and between Grantor and Columbia Natural Resources, LLC affecting this lease, of record in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 620 Page 670.

4. The M.J. Stiltner Tract containing approximately 109 acres as described in the records of the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book C Page 388.

5. Amendment and Acreage Agreement dated August 11, 2006 by and between Grantor, Chesapeake Appalachia, LLC and Equitable Production Company.

End of Schedule “C”

SCHEDULE “D”

Attached to and made a part of that certain Easement Agreement by and between Pine Mountain Oil and Gas, Inc., as Grantor, and Nora Gathering, LLC, as Grantee.

Leases

Lessor

Lessee

Lease Date

Acres

State

County

Recording Information Instrument Number

Ada Lee Ratliff

PMOG

10/6/2005

203.59

Virginia

Buchanan

05-0003432

Ada Lee Ratliff

PMOG

10/6/2005

201.7

Virginia

Buchanan

05-0003433

Linda R. Yates

PMOG

10/3/2005

201.7

Virginia

Buchanan

05-0003434

Roger Yates, et ux

PMOG

11/10/2005

201.7

Virginia

Buchanan

06-0000015

Linda Gay Belcher, et vir

PMOG

2/3/2006

Virginia

Buchanan

06-0000649

Johnny Belcher, et ux

PMOG

2/3/2006

2.25

Virginia

Buchanan

06-0000646

Johnny Belcher, et ux

PMOG

2/15/2006

2.25

Virginia

Buchanan

06-0000789

Seldon Clevinger, et ux

PMOG

2/22/2006

55.4

Virginia

Buchanan

06-0001001

Doris Childress, et vir

PMOG

2/22/2006

55.4

Virginia

Buchanan

06-0000999

Delores Bentley, et vir

PMOG

2/22/2006

55.4

Virginia

Buchanan

06-0000998

Ruby Neil, et vir

PMOG

2/22/2006

55.4

Virginia

Buchanan

06-0001000

Freida Brown, et vir

PMOG

2/2/2006

55.4

Virginia

Buchanan

06-0001422

Roy E. Owens, et ux

PMOG

3/24/2006

12.62

Virginia

Buchanan

06-0001817

Paul R. Owens, et ux

PMOG

3/24/2006

12.26

Virginia

Buchanan

06-0001995

End of Schedule “D”

SCHEDULE “E”

Attached to and made a part of that certain Easement Agreement by and between Pine Mountain Oil and Gas, Inc., as Grantor, and Nora Gathering, LLC, as Grantee.

AMI

1. AMI (as such term is defined in that certain Operating Agreement, dated as of the date hereof, between EPC and PMOG).

End of Schedule “E”

SCHEDULE “F”

Attached to and made a part of that certain Easement Agreement by and between Pine Mountain Oil and Gas, Inc., as Grantor, and Nora Gathering, LLC, as Grantee.

Conveyances to Which Easement is Subject

1. Deed made and entered into the eleventh (11th) day of December, 2002, by and between PYXIS RESOURCES COMPANY, a Virginia corporation, CLINCHFIELD COAL COMPANY, a Virginia corporation, PARAMOUNT COAL CORPORATION, a Delaware corporation, and MOTIVATION COAL COMPANY, a Virginia corporation, Grantors, and ALPHA LAND AND RESERVES, LLC, a Delaware limited liability company, Grantee, which deed is of record in the Clerk’s Office of the Circuit Court of Dickenson County, Virginia as Instrument No. 020002398; in the Wise County Circuit Court Clerk’s Office, Deed Instrument No. 200205755, Page 000348; in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 559, Page 217; in the Clerk’s Office of the Circuit Court of Russell County, Virginia in Deed Book 571, Page 0071.

2. Deed made and entered into the eleventh (11th) day of December, 2002, by and between CLINCHFIELD COAL COMPANY, a Virginia corporation, as Grantor, and DICKENSON-RUSSELL COAL COMPANY, LLC, a Delaware limited liability company as Grantee which deed is of record in the Clerk’s Office of the Circuit Court of Dickenson County, Virginia, as Instrument No. 020002397; in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 559, Page 165; in the Clerk’s Office of the Circuit Court of Russell County, Virginia in Deed Book 571, Page 0019; in the Clerk’s Office of the Circuit Court of Dickenson County, Virginia in Deed Book 381, Page 692.

3. Deed made the eleventh (11th) day of December, 2002, by and between PYXIS RESOURCES COMPANY, a Virginia corporation, CLINCHFIELD COAL COMPANY, a Virginia corporation, PARAMOUNT COAL CORPORATION, a Delaware corporation, and MOTIVATION COAL COMPANY, a Virginia corporation, as Grantors, and ALPHA LAND AND RESERVES, LLC, a Delaware limited liability company, as Grantee, which deed is of record in the Clerk’s Office of the Circuit Court of Wise County, Virginia as Instrument No. 200205754, page 000334.

4. Deed made the eleventh (11th) day of December, 2002, by and between CLINCHFIELD COAL COMPANY, a Virginia corporation, as Grantor, and DICKENSON-RUSSELL COAL COMPANY, LLC, a Delaware limited liability company, as Grantee, which deed is of record in the Clerk’s Office of the Circuit Court of Dickenson County, Virginia as Instrument No.: 020002395 in Deed Book 381, Page 671; in the Clerk’s Office of the Circuit Court of Buchanan County in Deed Book 559, Page 147; and in the Clerk’s Office of the Circuit Court of Russell County, Virginia in Deed Book 571; Page 0001.

5. Deed dated the thirtieth (30th) day of December, 2003, by and between Pyxis Resources Company, Clinchfield Coal Company and Paramount Coal Corporation, Grantors and Heartland (sic) (Heartwood) Forestland Fund IV. L.P. Grantee, which deed is of record in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 584 Page 591; and Deed dated the 29th day of January 2004 by and between Pyxis Resources Company, Clinchfield Coal Company and Paramount Coal Corporation, Grantors and Heartland (sic) (Heartwood) Forestland Fund IV, LP., Grantee, which deed is of record in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 586 Page 166; and Deed of Correction dated seventh (7th) day of July 2004 effective as of January 29, 2004, by and between Pyxis Resources Company, Clinchfield Coal Company and Paramount Coal Corporation. Grantors and Heartwood Forestland Fund IV, L.P. Grantee, which deed is of record in the Clerk’s Office of the Circuit Court of Buchanan County, Virginia in Deed Book 599 Page 30.

6. The Lease.

End of Schedule “F”

SCHEDULE “G”

Attached to and made a part of that certain Easement Agreement by and between Pine Mountain Oil and Gas, Inc., as Grantor, and Nora Gathering, LLC, as Grantee.

Nora-T Pipeline

[See attached behind this page.]

End of Schedule “G”

MAP

Schedule G — Nora T-Line
Dickenson and Wise Counties, Virginia

EXHIBIT E

FORM OF NOTE

[Attached behind this page.]

PROMISSORY NOTE

US$					Date: ,2007
Name of Maker:		ET Blue Grass Company
Address of Maker:		225 North Shore Drive
		Pittsburgh, Pennsylvania 15212
State of Incorporation:			Delaware
Certificate of Incorporation Filed With:				Secretary of State of Delaware
Due on:	Demand, or, if demand is not sooner made, December 31, 2008 (such stated date being the “Outside Maturity Date”)

Interest Payable on: Demand, or, if demand is not sooner made the Outside Maturity Date

FOR VALUE RECEIVED, the undersigned, ET Blue Grass Company, a Delaware corporation (“Maker”), promises to pay on demand, or, if demand is not sooner made, on the Outside Maturity Date, to the order of NORA GATHERING, LLC, a Delaware limited liability company (“Payee” which term herein in every instance shall refer to any owner of this note) the principal sum of [ ] DOLLARS (US$[ ]), together with interest accrued thereon according to the terms set forth herein, said principal and interest being payable in lawful money of the United States of America at the offices of Payee located at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212, or at such other place as Payee may designate hereafter in writing Maker acknowledges that Payee may from time to time demand partial payment of the unpaid principal amount hereunder, together with all accrued and unpaid interest thereon.

Interest on the unpaid principal balance of this note, from the date hereof until maturity, shall accrue at a rate equal to five and one half percent (5.50%) per annum (the “Standard Interest Rate”). All interest under this note shall be calculated on the actual number of days elapsed based on a 365/366 day year, as applicable.

It is agreed and understood between Maker and Payee that this note is for a loan that is made to an entity for business purposes and, as such, the defense of usury is not available to the Maker or its successors and assigns pursuant to Va. Code Ann. §6.1-330.75, the laws of such state governing the enforcement of this note.

All unpaid principal amounts, together with accrued and unpaid interest thereon, under this note shall reach maturity on demand or, if demand is not sooner made, on the Outside Maturity Date. All unpaid amounts shall be due when this note reaches maturity. All amounts paid under this note shall apply first to accrued and unpaid interest and, after such interest is repaid, to the unpaid principal amount of this note. Maker may prepay this note in whole or in part at any time without penalty. Partial prepayment shall not defer the Outside Maturity Date or modify Payee’s right of demand provided herein, in any way.

If any of the following events (the “Events of Default”) shall occur at any time, then, at Payee’s election, the entire sum of the unpaid principal balance of this note and accrued and unpaid interest thereupon (such sum being referred to herein as the “Unpaid Amount”) at once shall mature and become due and payable upon such occurrence of an Event of Default without notice or requirement for demand, to the fullest extent permitted by applicable law:

(i) Maker fails to make any payment of principal hereof or interest thereon within thirty (30) days of the date due or demanded, as the case may be;

(ii) Maker makes any assignment for the benefit of creditors, if a petition in bankruptcy, reorganization, insolvency, receivership or the like is filed by Maker with respect to Maker; or if a petition in bankruptcy, reorganization, insolvency, receivership or the like is filed by any Person other than Maker with respect to Maker and same is not dismissed or stayed within sixty (60) days;

(iii) The dissolution of Maker;

(iv) Maker becomes insolvent, ceases to do business as a going concern, or transfers or sells all or substantially all of its assets;

(v) Equitable Gathering Equity, LLC (“EGEL”) (or any of its Affiliates that are Members) becomes a Defaulting Member. The terms “Affiliates”, “Members” and “Defaulting Member” as used in this note shall have the meanings given to such terms in that certain Amended and Restated Limited Liability Company Agreement of Nora Gathering, LLC of even date herewith, among Pine Mountain Oil & Gas, Inc., EGEL and Payee;

(vi) Maker ceases to be an Affiliate of EGEL; or

(vii) Other than the failure of Maker to make payments of principal or interest under this note, Maker breaches any of the terms, covenants or conditions of this note and such breach is not cured within thirty (30) days of Payee’s notice to Maker of such breach.

Upon the occurrence of any Event of Default, interest on the Unpaid Amount shall accrue at a rate equal to the Standard Interest Rate plus LIBOR until the entire Unpaid Amount is repaid to Payee. “LIBOR” shall mean, for any month, the rate per annum equal to the London Interbank Offered Rate for one month dollar deposits as reported in The Wall Street Journal as of the first Business Day of the applicable month.

Upon the occurrence of any of the Events of Default, Maker and each surety, endorser, and guarantor (the “Obligors”) hereby waive all demands for payment, presentations for payment, notice of dishonor, notices of intention to accelerate maturity, notices of acceleration of maturity, protests, and notices of protest, to the extent permitted by applicable law.

Notwithstanding any course of dealing between the parties, neither failure nor delay on the part of Payee to exercise any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Payee of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Maker shall not assign or transfer (by merger or otherwise) any of its rights or obligations under this note to any person or entity, except an Affiliate of Maker, without prior written consent of Payee (which consent may be withheld in Payee’s sole discretion). Maker may assign or transfer (by merger or otherwise) any of its rights or obligations under this note to any Affiliate of Maker without consent of Payee.

If any term or other provision of this note shall be held invalid, illegal or incapable of being enforced by any applicable law or public policy by a court of competent jurisdiction, all other conditions and provisions of this note shall nevertheless remain in full force and effect.

Notwithstanding the foregoing and to the extent that it is permitted by applicable law, Maker, its successors, assigns and all the Obligors hereby waive, and agree not to set up in defense of the obligations herein, any claim or reliance upon any invalidity of any provision contained herein regardless of any such finding by any court of competent jurisdiction and in doing so each hereby acknowledges that it has had the advice of counsel in the negotiation, preparation and execution of this obligation and agree to be bound hereby.

Upon a determination by a court of competent jurisdiction that any term or other provision of this note is invalid, illegal or incapable of being enforced, Maker and Payee shall negotiate in good faith to modify this note as to give effect to the original economic and legal intent of the Maker and Payee as closely as possible in an acceptable manner to the end that the transaction contemplated hereby is fulfilled to the extent possible.

A finding by any court or tribunal that this note is not a negotiable instrument shall not release, impair or negate the contractual obligations hereunder among the Obligors and their respective successors and assigns.

The rights and remedies of Payee under this note shall be cumulative and not alternative. Notwithstanding any course of dealing between the parties, no waiver by Payee of any right or remedy under this note shall be effective unless in a writing signed by Payee. Neither the failure nor any delay in exercising any right, power or privilege under this note will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege by Payee will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law and notwithstanding any course of dealing between the parties, (a) no claim or right of Payee arising out of this note can be discharged by Payee, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing, signed by Payee; (b) no waiver that may be given by Payee will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on Maker will be deemed to be a waiver of any obligation of Maker or of the right of Payee to take further action without notice or demand as provided in this note.

This note and the legal relations between the Obligors and Payee shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. Each party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Note or the transactions contemplated hereby exclusively in the Federal Court for the Western District of Virginia (the “Chosen Court”) and in connection with claims arising hereunder hereby, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court and (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over it. The foregoing consents to jurisdiction shall not constitute general consents for any purpose except as provided herein and shall not be deemed to confer rights on any person or entity other than the parties hereto.

Obligors shall be responsible for the payment of all costs and fees arising or incurred in the collection and enforcement by Payee or assigns of any and all obligations due hereunder including reasonable attorneys fees.

	ET BLUE GRASS COMPANY


	By:

		– MAKER –

EXHIBIT F

PERMITTED ENCUMBRANCES

None

EXHIBIT G

FORM OF GATHERING AGREEMENT

[Attached behind this page.]

GAS GATHERING AGREEMENT

THIS GAS GATHERING AGREEMENT (“Agreement”) is entered into this of April, 2007, by and between NORA GATHERING, LLC, a limited liability company organized under the laws of Delaware (“Gatherer”), and Equitable Energy, LLC, a limited liability company organized under the laws of Delaware (“Shipper”).

WHEREAS, Gatherer owns certain natural gas gathering lines located in the Commonwealth of Virginia;

WHEREAS, Shipper and Gatherer desire to set a gathering fee (with escalator) for the Shipper’s gas to be gathered pursuant to this Agreement.

NOW THEREFORE, in consideration of the premises and covenants contained herein, Gatherer and Shipper hereby agree as follows.

ARTICLE I
DEFINITIONS

For the purposes of this Agreement, the following definitions shall be applicable:

“Chosen Court” has the meaning set forth in Section 13.4.

“Commencement Date” shall mean , 2007.

“Dth” or “Dekatherm” shall mean one million Btu.

“Dry Gas” shall mean Natural Gas containing no water vapor.

“Electric Compression Rate” shall mean the rate per Dth for compression costs described on Exhibit C.

“GAAP” has the meaning set forth in Section 13.7(b).

“Gas Retention Percentage” shall mean the percentage of Natural Gas per Dth retained by Gatherer as described on Exhibit C.

“Gathering Rate” shall mean the rate per Dth for deliveries off the Gathering System as described on Exhibit C.

“Mcf” shall mean one thousand (1,000) cubic feet of Gas.

“MMBtu” shall mean one million (1,000,000) Btu.

“Month” shall mean a period of time beginning at 10:00 a.m. EPT on the first Day of a calendar month and ending at 10:00 a.m. EPT on the first Day of the following calendar month.

“Natural Gas” has the meaning set forth in the definition of Gas.

“Notice” has the meaning set forth in Section 14.1.

“Person” shall mean any individual, corporation, partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

“Point(s) of Delivery” shall mean the point(s) at which Gatherer tenders delivery of the Natural Gas to Shipper as further described in Section 3.2.

“Point(s) of Receipt” shall mean the point(s) at which Shipper tenders and surrenders control of the Natural Gas to Gatherer as further described in Section 3.1.

“Psia” shall mean pounds per square inch absolute.

“Psig” shall mean pounds per square inch gauge.

“Unauthorized Gas” shall mean all Natural Gas introduced by Shipper, whether intentionally or otherwise, into Gatherer’s facilities which is not authorized by this Agreement.

ARTICLE II
SERVICE

ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY

3.1. Point(s) of Receipt. The Point(s) of Receipt for all Gas to be gathered hereunder shall be the inlet flange of each meter set forth on Exhibit B, as amended from time to time.

3.2. Point(s) of Delivery. The Point(s) of Delivery for all Gas gathered hereunder shall be the tap and measurement station(s) as set forth on Exhibit B.

ARTICLE IV
RATES

4.3. Adjustment of Rates and Charges. The rates, charges and fees memorialized pursuant to Exhibit C to this Agreement are subject to adjustment as set forth on such Exhibit.

ARTICLE V
NOMINATION, SCHEDULING AND RECONCILIATION
OF RECEIPTS AND DELIVERIES

5.4. Reserved.

5.6. Shipper is solely responsible for the accuracy of its nominations. Gatherer makes no representation or guarantee that Shipper’s nominations are correct.

ARTICLE VI
RECEIPT AND DELIVERY PRESSURES

6.1. Gatherer’s Operating Pressures. Gatherer shall not be required to operate the Gathering System at pressures in excess of its operational preference. In no event will Gatherer operate the Gathering System at pressures in excess of its maximum allowable operating pressure, as such pressure may change from time to time. Gatherer shall not be required to install or be prohibited from installing compression in order to receive, gather or redeliver Gas.

ARTICLE VII
TERM

ARTICLE VIII
BILLINGS AND PAYMENTS

undercharged has been made. Any overcharge or undercharge, for which no claim has been made within twenty-four (24) Months, shall be deemed waived by both parties.

ARTICLE IX
WARRANTIES AND INDEMNIFICATION

ARTICLE X
POSSESSION AND CONTROL

(a) Confiscate the Gas at no cost to Gatherer;

(b) Impose a· penalty of twenty-five dollars ($25.00) per MMBtu of Unauthorized Gas; or

ARTICLE XI
FORCE MAJEURE

ARTICLE XII
INTERRUPTION OF SERVICE

12.3. Situation Reports and Notices.

(a) Gatherer shall provide notice of interruption to Shipper at a time and in a manner that is reasonably prudent under then· existing conditions, and shall in any event confirm in writing the notice given if originally provided telephonically.

(b) Shipper shall have the responsibility to inform its suppliers, other transporters and all others involved in the transaction about any interruption.

ARTICLE XIII
MISCELLANEOUS

13.3. Waiver. No waiver by Gatherer of any default of Shipper under this Agreement shall operate as a waiver of any future default, whether of a like or different character.

13.7. Creditworthiness of Shipper.

Commission or other public agency, and credit reports) or (iv) is in arrears for any payments under this Agreement or any other agreement with Gatherer.

(b) In connection with an initial request for service, request for additional service, or any re-evaluation of creditworthiness, Shipper shall provide to Gatherer (i) a bank reference and at least two (2) trade references; (ii) confirmation in writing that it is not operating under any state or federal bankruptcy or receivership laws; (iii) its most recent audited financial statements; (iv) confirmation in writing that Shipper is not in default on its indebtedness or payment obligations; and (v) a list of owners and/or shareholders. In addition, Gatherer may require the following: (A) audited financial statements; (B) annual reports; (C) a list of affiliates, parent companies, and subsidiaries; (D) publicly available information from credit reports of credit and bond rating agencies; (E) private credit ratings, if obtained by the Shipper; (F) bank references; (G) additional trade references; (H) a statement of legal composition; (I) a statement of length of time business has been in operation; (J) most recent filed statements with the Securities and Exchange Commission (or an equivalent authority) or such other publicly available information; (K) for public entities, the most recent publicly available interim financial statements, with an attestation by its Chief Financial Officer, Controller, or equivalent (CFO) that such statements constitute a true, correct, and fair representation of financial condition prepared in accordance with generally accepted accounting principles (“GAAP”) or equivalent; (L) for non-public entities, including those that are state-regulated utilities: (i) the most recent available interim financial statements, with an attestation by its CFO that such statements constitute a true, correct,· and fair representation of financial condition prepared in accordance with GAAP or equivalent; (ii) an existing sworn filing, including the most recent available interim financial statements and annual audited financial reports filed with the respective regulatory authority, showing the Shipper’s current financial condition; (M) for state-regulated utility and local distribution companies, documentation from their respective state regulatory commission (or an equivalent authority) of an authorized Gas supply cost recovery mechanism which fully recovers both Gas commodity and transportation capacity costs and is afforded regulatory asset accounting treatment in accordance with GAAP or equivalent; and (N) such other information as may be mutually agreed to by the parties.

Shipper shall provide notice to Gatherer within two (2) Days if Shipper defaults on its indebtedness, restates its financials, or is in default of any other payment obligations.

(e) The type of adequate assurance required by Gatherer, in its discretion, may include:

(i) a deposit with Gatherer;

(iii) an irrevocable letter of credit from a creditworthy financial institution;

(iv) a guarantee from a creditworthy entity; or

(v) any other form of adequate assurance acceptable to Gatherer.

(g) Gatherer may at any time re-evaluate the creditworthiness of Shipper and demand adequate assurance of payment or additional assurances of payment.

13.10. Counterparts. This Agreement may be signed in counterpart, each of which shall constitute an original and together which shall constitute one and the same Agreement.

ARTICLE XIV
NOTICES

Gatherer:

Nora Gathering, LLC

c/o Equitable Gathering Equity, LLC

225 North Shore Drive

Pittsburgh, Pennsylvania 15212

Attention: TBD

Telephone: 412-395-xxxx

Facsimile: 412-395-xxxx

Shipper:

[NAME]

[ADDRESS]

[CITY, STATE & ZIP CODE]

[CONTACT PERSON]

Telephone:

Facsimile:

ARTICLE XV
GENERAL TERMS AND CONDITIONS

THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the Day and year first above written.

EQUITABLE ENERGY, LLC			NORA GATHERING, LLC

			By: Equitable Gathering Equity, LLC, its Operating Member

By:			By:
Name:			Name:
Title:			Title:
Date:			Date:

Signature Page to Gas Gathering Agreement

EXHIBIT A

GENERAL TERMS AND CONDITIONS

Attached to and made a part of the Gas Gathering Agreement, dated as of the day of , 20 , between Nora Gathering, LLC and Equitable Energy, LLC.

ARTICLE I

QUALITY OF GAS

1.1 Specifications.

(c) Gatherer shall have the right to test any well or Point(s) of Receipt from which Gas is tendered to Gatherer for service, to ensure that the Gas produced meets the quality specifications.

(d) Gatherer, in its sole discretion, will have the right to sample and analyze annually, at Shipper’s expense, Gas received from Shipper. Subsequent samples during anyone year period would be at Shipper’s expense only if: (i) Gatherer determines that there are significant quantity increases at the Point(s) of Receipt; (ii) the subsequent Btu analysis results in the recognition of a heating value different than the recognized value at the Point(s) of Receipt; and/or (iii) the sample analysis determines that the quality is not acceptable. In the case of (iii), Shipper will pay for subsequent sampling until and including such time that a sample reveals the Gas to be acceptable.

1.2 Processing.

1.3 Nonconforming Gas. As to the Gas which cannot meet the specifications set out above, Gatherer, in its sole discretion, shall have the option to:

(b) Accept delivery of such Gas and elect to process the Gas or take other actions needed in order for the Gas to meet the specifications set out above, at Shipper’s sole cost Gatherer’s acceptance of Gas that does not conform to the quality specifications stated above shall not constitute a waiver of such specifications by Gatherer in regard to Gas delivered or redelivered under this Agreement in the future, nor shall acceptance without an express written waiver constitute a waiver of any claim for damages resulting from delivery of Gas not meeting such specifications.

ARTICLE II

MEASUREMENT AND FACILITIES

2.3 Orifice Meters. Orifice meters installed at·any measurement site shall be constructed and operated in accordance with American National Standard Institute (“ANSI”) standards, American Petroleum Institute (“API”) 2530, American Gas Association (“AGA”) AGA Report No. 3, Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent modifications and amendments thereto, and shall include the use of flange connections and, where necessary, straightening vanes, temperature correcting devices and pulsation dampening equipment.

2.6 Electronics. When and where electronic equipment and flow computers are used, the Gas may have its volume, mass and/or energy content determined and computed in accordance with the applicable AGA Standards including, but not limited to, AGA Report Nos. 3,5,6, and 7 and any subsequent modifications and amendments thereto.