Exhibit 10.1
Assignment and Assumption Agreement
(Black Warrior Trust)
This Assignment and Assumption
Agreement (“Assignment”) is entered into effective as
of July 31, 2007, by Dominion Resources, Inc., a Virginia
corporation (“DRI”), and HighMount Exploration &
Production Alabama LLC, a Delaware limited liability company
(“HM”).
Recitals
Reference is made to the following
agreements:
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A. |
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Trust Agreement of Dominion Resources Black Warrior Trust among
Dominion Black Warrior Basin, Inc. (“DBWB”), DRI,
Mellon Bank (DE) National Association and Bank of America
(successor to NationsBank of Texas, N.A.) dated May 31, 1994
(as amended, the “Trust Agreement”). |
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B. |
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Administrative Services Agreement entered into effective as of
June 1, 1994, between DRI and Dominion Resources Black Warrior
Trust (as amended, the “Administrative Services
Agreement”). |
As of the date of this Agreement and
prior to the execution of this Assignment, HM has acquired all of
the outstanding stock and other equity interests in DBWB, resulting
in DBWB becoming a wholly owned subsidiary of HM.
Pursuant to this Assignment DRI
desires to assign to HM all rights, title, interest, obligations
and benefits of DRI under the Trust Agreement and Administrative
Services Agreement and HM desires to assume all obligations of DRI
under the Trust Agreement and Administrative Services
Agreement.
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